definiens: means any of the following ( other than the Transactions ): ( u ) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its 57 < PAGE > material subsidiaries ; ( v ) any sale, lease, exchange, transfer or otherdisposition of all or substantially all of the assets of the Company or of anyof its material subsidiaries ; ( w ) any sale, exchange, transfer or otherdisposition of 15 % or more of any class of equity securities of the Company orof any of its subsidiaries ; ( x ) any tender offer or exchange offer that, ifconsummated, would result in any person beneficially owning 15 % or more of anyclass of equity securities of the Company or of any of its materialsubsidiaries ; ( y ) any solicitation in opposition to approval and adoption ofthis Agreement by the Company 's stockholders ; or ( z ) any other transaction theconsummation of which would reasonably be expected to impede, interfere with, prevent or materially delay any of the Transactions