definiens: means, other than the t ransactions contemplated by this Agreement, any Third Party offer, proposal or inqui ry relating to, or any Third Party indication of in terest in, in a single transaction or a series of related transacti ons, ( i ) any acquisition or purchase, direct or ind irect, of assets representing 15 % or more of the consolidated assets of Issuer and its Subsidiaries or 15 % or more of a ny class of equity or voting securities of Issuer or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15 % or more of the consolidated assets o f Issuer, ( ii ) any tender offer ( including a self - t ender offer ) or exchange offer that, if consummated, would result i n any Third Party ’s Beneficially Owning ( as defined in the Stockholder Agreement ) 15 % or more of any class of equity or voting securities of Issuer or any of its Subsidiaries whose assets, individually or in the aggregate, con stitute 15 % or more of the consolidated assets of I ssuer and its Subsidiaries, ( iii ) a merger, consolidation, share exchange, business combination, sale of substantial ly all of the assets, reorganization, recapitalization, liquidati on, dissolution or other similar transaction involv ing Issuer or any of its Subsidiaries whose assets, individually or i n the aggregate, constitute 15 % or more of the cons olidated assets of Issuer, ( iv ) any acquisition or exclusive licens e of any Product or Owned Intellectual Property Rig hts or ( v ) any other transaction the consummation of which would r easonably be expected to impede, interfere with, pr event or materially delay the Sale, or that would reasonably be expected to dilute materially the benefits to P urchaser of the transactions contemplated hereby