definiens: shall mean any transaction or series of transactions involving:(a ) any merger, exchange, consolidation, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, takeover offer, tender offer, exchange offer or other similar transaction : ( i ) in which theCompany or Parent, as the case may be or any material Subsidiary of the Company or Parent, as the case may be is aconstituent corporation or is otherwise involved ; ( ii ) in which a Person or ( as defined in the Exchange Act and therules promulgated thereunder ) of Persons directly or indirectly acquires A-1.beneficial or record ownership of securities representing more than 20 % of the outstanding voting securities of the Companyor Parent, as the case may be or any material Subsidiary of the Company or Parent, as the case may be ; or ( iii ) in which theCompany or Parent, as the case may be, or any of its material Subsidiaries issues securities representing more than 20 % of theoutstanding voting securities of the Company or such material Subsidiary of the Company;(b ) any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets thatconstitute or account for 20 % or more of the consolidated net revenues, consolidated net income or consolidated assets of theCompany and its Subsidiaries or Parent and its Subsidiaries, as the case may be ; or(c ) any liquidation or dissolution of the Company or any of its material Subsidiaries or Parent or any of its materialSubsidiaries, as the case may be