definiens: shall mean any transaction or series of related transactions(other than the Offer or the Merger ) involving:(a ) any merger, consolidation, amalgamation, share exchange, business combination, joint venture, issuanceof securities, acquisition of securities, reorganization, tender offer, exchange offer or other similar transaction : ( i)in which a Person or ( as defined in the Exchange Act and the rules thereunder ) of Persons acquiresbeneficial or record ownership of securities ( or instruments convertible into or exercisable or exchangeable for, such securities ) representing 15 % or more of the outstanding voting power of the Company ; or ( ii ) in which theCompany issues securities ( or instruments convertible into or exercisable or exchangeable for, such securities)representing 15 % or more of the outstanding voting power of the Company;(b ) any sale, lease, exchange, transfer, exclusive license, exclusive sublicense, acquisition or disposition ofthe assets of any business or businesses that constitute or account for 15 % or more of the net revenues, netincome or assets of the Company ; or(c ) any combination of the foregoing