definiens: means any inquiry, proposal or offer from any Person ( other than Parent or its Affiliates ) relatingto, or that would reasonably be expected to lead to, any ( a ) merger, consolidation, business combination ( including by way ofshare exchange, joint venture or any similar transaction ) or similar transaction involving the Company or any CompanySubsidiary, ( b ) any direct or indirect sale, or other disposition, in one transaction or a series of transactions, by merger, consolidation, business combination, share exchange, joint venture or otherwise, of assets representing 15 % or more of theconsolidated assets of the Company and the Company Subsidiaries, ( c ) issuance, sale, or other disposition of ( including byway of merger, consolidation, business combination, share exchange, joint venture or any similar transaction ) securities ( oroptions, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities ) representing 15 % ormore of the voting power of the Company, ( d ) transaction, including any tender offer or exchange offer, that if consummatedwould result in or would reasonably be expected to result in any Person or group beneficially owning 15 % or more of thevoting power of the Company or in which any Person or group shall acquire the right to acquire beneficial ownership of 15%or more of the outstanding voting power of the Company or ( e ) any combination of the foregoing