definiens: shall mean any of the following transactions ( other than the transactions contemplated by this Agreement ) ; ( i ) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Cohesion pursuant to which Cohesion ’s stockholders immediately preceding such transaction hold less than 50 % of the aggregate equity interests in the surviving or resulting entity of such transaction, ( ii ) a sale or other disposition by Cohesion of assets representing in excess of 35 % of the aggregate fair market value of Cohesion ’s business immediately prior to such sale or ( iii ) th e acquisition by any Person ( including by way of a tender offer or an exchange offer or issuance by C ohesion ), directly or indirectly, of beneficial ownership or a right to acquire beneficial owners hip of shares representing in excess of 35 % of the voting power of the then outstanding shares of capital stock of Cohesion