definiens: shall mean any transaction or series ofrelated transactions ( other than the Offer or the Merger ) involving:(a ) any merger, consolidation, amalgamation, share exchange, business combination, joint venture, issuanceof securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or othersimilar transaction : ( i ) in which a Person or ( as defined in the Exchange Act and the rules thereunder ) ofPersons acquires beneficial or record ownership of securities ( or instruments convertible into or exercisable orexchangeable for such securities ) representing 50 % or more of the outstanding voting power of the Company ; or(ii ) in which the Company issues securities ( or instruments convertible into or exercisable or exchangeable forsuch securities ) representing 50 % or more of the outstanding voting power of the Company;(b ) any sale, lease, exchange, transfer, exclusive license, exclusive sublicense, acquisition or disposition ofthe assets of any business or businesses that constitute or account for 50 % or more of the net revenues, netincome or assets of the Company ; or(c ) any combination of the foregoing