definiens: means any transaction or series of related transactions involving : ( a ) any merger, consolidation, amalgamation, share exchange, business combination, issuanceof securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or othersimilar transaction : ( i ) in which a Party is a constituent Entity ; ( ii ) in which a Person or ( as defined inthe Exchange Act and the rules promulgated thereunder ) of Persons directly or indirectly acquires beneficialor record ownership of securities representing more than 20 % of the outstanding securities of any class ofvoting securities of a Party or any of its Subsidiaries ; or ( iii ) in which a Party or any of its Subsidiaries issuessecurities representing more than 20 % of the outstanding securities of any class of voting securities of suchParty or any of its Subsidiaries ; provided, that in the case of Parent, the Parent Post - Closing Financing shallnot be an ; or ( b ) any sale, lease, exchange, transfer, license, acquisition or disposition of any business orbusinesses or assets that constitute or account for 20 % or more of the consolidated book value or the fairmarket value of the assets of a Party and its Subsidiaries, taken as a whole