definiens: means any transaction or series of related transactions involving:(a ) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition ofsecurities, reorganization, recapitalization, tender 2offer, exchange offer or other similar transaction : ( i ) in which a Party is a constituent Entity, ( ii ) in which a Person or ( as defined inthe Exchange Act and the rules promulgated thereunder ) of Persons directly or indirectly acquires beneficial or record ownership of securitiesrepresenting more than 20 % of the outstanding securities of any class of voting securities of a Party or any of its Subsidiaries or ( iii ) in whicha Party or any of its Subsidiaries issues securities representing more than 20 % of the outstanding securities of any class of voting securitiesof such Party or any of its Subsidiaries ; provided, however, no shares issued in connection with any Ordinary Course Capital Contributionshall constitute an Acquisition Transaction ; or(b ) any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets thatconstitute or account for 20 % or more of the consolidated book value or the fair market value of the assets of a Party and its Subsidiaries, taken as a whole