definiens: means other than the transactions contemplated by this Agreement, any offer or proposal withrespect to ( a ) a merger, consolidation, business combination, share exchange, tender offer, reorganization, recapitalization, liquidation, dissolution or similar transaction involving the Company or any ( as such term is definedin Rule 1 - 02 of Regulation S - X of the Exchange Act ) pursuant to which the stockholders of the Company immediately priorto such transaction would own less than 80 % of the aggregate voting power of the entity surviving or resulting from suchtransaction ( or the43 ultimate parent entity thereof ), ( b ) sale, lease, exclusive license, purchase or other disposition, directly or indirectly, bymerger, consolidation, business combination, share exchange, joint venture or otherwise of assets of the Company or itsSubsidiaries representing the acquisition of 20 % or more of the consolidated assets of the Company and its Subsidiaries, ( c)issuance, sale or other disposition ( including by way of merger, consolidation, business combination, share exchange, jointventure or any similar transaction ) of securities ( or options, rights or warrants to purchase, or securities convertible into orexchangeable for, such securities ) representing 20 % or more of any class of voting equity securities of the Company or any ofits Subsidiaries, ( d ) transaction in which any Person shall acquire beneficial ownership, or the right to acquire beneficialownership or any group shall have been formed which beneficially owns or has the right to acquire beneficial ownership of,20 % or more of the outstanding voting capital stock of the Company or ( e ) any combination of the foregoing ( other than theMerger )