definiens: means, at any time, whether or not in writing, any proposal or offer ( includingany modification or proposed modification thereto ), with respect to : ( a ) the acquisition or purchase by any Person or group of Persons acting jointly or in concert of anycapital stock or other voting securities, or securities convertible into or exercisable or exchangeablefor any [COMPANY] Shares or other voting securities of [COMPANY] or any of its Subsidiaries representing 20 % ormore of the outstanding voting securities of [COMPANY] or such Subsidiary ; or ( b ) the acquisition or purchase by any Person or group of Persons acting jointly or in concert of anyassets of [COMPANY] and/or one or more of its Subsidiaries ( including equity interests of any Subsidiary ofQLT ) which assets individually or in the aggregate contribute 20 % or more of the consolidatedrevenue or represent 20 % or more of the total asset value of [COMPANY] and its Subsidiaries taken as awhole ( in each case based on the consolidated financial statements of [COMPANY] most recently filed priorto such time as part of the [COMPANY] Public Disclosure Record ) ( or any lease, license, royalty, long - termsupply agreement or other arrangement having a similar economic effect ) ; or ( c ) a merger, amalgamation, recapitalization, reorganization, or other business combination ( including byway of plan of arrangement ) involving [COMPANY] or any of its Subsidiaries whether in a single transaction ora series of related transactions, 115 in each case excluding the Transaction and excluding any transaction between only [COMPANY] and/or one or more of itsSubsidiaries