definiens: means, whether or no t proposed in writing, any of the following events ( in each case in a single transaction or series of related transactions ): ( i ) any sale, lease, contribution or other disposition, directly or indirectly ( including by way of merger, consolidation, share ex change, tender offer, exchange offer, other business combination, partnership, joint venture, sale of capital stock of or other equity interests in Subsidiaries or otherwise ) to any Third Party of ( A ) Acquired Assets ( other than sales, dispositions or transfers in the Ordinary Course ), or ( B ) beneficial ownership of fifteen percent ( 15 % ) or more of the combined voting securities of Seller or of any resulting parent company of Seller ( excluding voting securities acquired in open market purchases ), or ( ii ) an y issuance, sale or other disposition, directly or indirectly, to any Third Party ( or the shareholders of any Third Party ) of securities ( or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities ) repre senting fifteen percent ( 15 % ) or more of the combined voting securities of Seller ( excluding voting securities acquired in open market purchases ), in each case other than transactions contemplated by this Agreement