definiens: with respect to a party hereto, shall mean, otherthan the transactions contemplated by this Agreement, any transaction or seriesof related transactions involving : ( A ) any direct or indirect purchase from suchparty or acquisition by any Person or ( as defined under Section 13(d ) ofthe Exchange Act and the rules and regulations thereunder ) of more than a tenpercent ( 10 % ) interest in the total outstanding voting securities of such partyor any of its subsidiaries or any tender offer or exchange offer that ifconsummated would result in any Person or beneficially owning tenpercent ( 10 % ) or more of the total outstanding voting securities of such partyor any of its subsidiaries or any merger, consolidation, business combination orsimilar transaction in which the stockholders of such party immediatelypreceding such transaction would hold, directly or indirectly, less than ninetypercent ( 90 % ) of the equity interests in the surviving or resulting entity ofsuch transaction or in any parent entity immediately following such transaction,(B ) any sale, lease ( other than in the ordinary course of business ), acquisitionor disposition of more than ten percent ( 10 % ) of the assets of such party(including its subsidiaries taken as a whole ), or ( C ) any liquidation ordissolution of such party