definiens: shall mean ( A ) any merger, cons olidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, b usiness combination, joint venture, partnership, di ssolution, liquidation, spin - off, extraordinary dividend, asse t sale or other transfer, or similar transaction th at results in any Person(s ) or group ( as defined in or under Section 13 of the Exchange Act ), directly or indirectly, ac quiring record or beneficial ownership of fifty percent ( 50 % ) or m ore of the outstanding equity or voting power of Bu yer, or shares, assets or other rights representing fifty p ercent ( 50 % ) or more of the consolidated net revenu es, net income or total assets of Buyer and ( B ) any acquisition wi th respect to any of the Combined Products or the T ransferred Assets by any Person(s ) or group resulting in any P erson(s ) or group becoming the beneficial owner of, directly or indirectly, in one or a series of related transa ctions, an interest in any of the Combined Products or the Transferred Assets representing fifty percent ( 50 % ) or more of the consolidated net revenues, net inco me or total assets of Buyer Affiliates represented by the Combi ned Products and the Transferred Assets, other than, in the case of clause ( A ) or ( B ), a transaction involving only Buyer and/or one or more of its subsidiaries