definiens: shall mean any transaction or series of related transactions involving:(a ) any merger, consolidation, share exchange, business combination, issuance of securities, direct or indirectacquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction in which ( i ) a Person or ( as defined in the Exchange Act and the rules promulgated thereunder ) of Persons directly or indirectly acquires, or ifconsummated in accordance with its terms would acquire, beneficial or record ownership or control of securities representingmore than 15 % of the outstanding shares of any class of voting or equity securities of the Company, or ( ii ) the Companyissues securities representing more than 15 % of the outstanding shares of any class of voting or equity securities of theCompany;(b ) any sale, lease, assignment, license, exchange, transfer, acquisition or disposition of any rights or assetsthat constitute or account for ( i ) 15 % or more of the consolidated net revenues of the Acquired Corporations, consolidated netincome of the Acquired Corporations or consolidated book value of the Acquired Corporations, or ( ii ) 15 % or more of the fairmarket value of the assets of the Acquired Corporations;(c ) any liquidation or dissolution of the Company ; or(d ) any combination of the foregoing