definiens: with respect to an Entity shall mean any transaction or series oftransactions ( other than the Contemplated Transactions ) involving, directly or indirectly : ( 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 whichsuch Entity or any of its Subsidiaries is a constituent corporation and which would result in a third party, or thestockholders of that third party, beneficially owning 15 % or more of any class of equity or voting securities of suchEntity or any of its Subsidiaries, or the Entity resulting from such transaction or the parent of such Entity ; ( ii ) in whicha Person or ( as defined in the Exchange Act and the rules promulgated thereunder ) of Persons directly orindirectly acquires beneficial or record ownership of securities representing more than 15 % of the outstandingsecurities of any class of voting securities of such Entity or any of its Subsidiaries ; or ( iii ) in which such Entity or anyof its Subsidiaries issues securities representing more than 15 % of the outstanding securities of any class of votingsecurities of such Entity or any of its Subsidiaries ; ( b ) any sale, lease, exchange, transfer, exclusive license, acquisition or disposition of any business or businessesor assets of such Entity or its Subsidiaries that constitute or account for 15 % or more of the consolidated net revenues, or consolidated net income for the 12 full months immediately prior to the receipt of the related Acquisition Proposalor 15 % or more of the fair market value of the consolidated assets of such Entity or any of its Subsidiaries ; or ( c ) any liquidation or dissolution of such Entity or any of its Subsidiaries