definiens: means anyoffer or proposal by any Third Party concerning any ( i ) merger, consolidation, other business combination or similar transaction involving the Company or anyof its Subsidiaries, pursuant to which such Person would own 15 % or more of theconsolidated assets, revenues or net income of the Company and its Subsidiaries, taken as a whole, ( ii ) sale, lease, license or other disposition directly orindirectly by merger, consolidation, business combination, share exchange, jointventure or otherwise, of assets of the Company ( including Equity Interests ofany of its Subsidiaries ) or any Subsidiary of the Company representing 15 % ormore of the consolidated assets, revenues or net income of the Company and itsSubsidiaries, taken as a whole, ( iii ) issuance or sale or other disposition(including by way of merger, consolidation, business combination, shareexchange, joint venture or similar transaction ) of Equity Interests representing15 % or more of the voting power of the Company, ( iv ) transaction or series oftransactions in which any Person will acquire beneficial ownership or the rightto acquire beneficial ownership of Equity Interests representing 15 % or more ofthe voting power of the Company or ( v ) any combination of the foregoing