definiens: shall mean any transaction or series of related transactions ( other than thetransactions contemplated by this Agreement ) involving : ( i ) any purchase from, or acquisition by, any Person or ( asdefined under Section 13(d ) of the Exchange Act and the rules and regulations thereunder ) of more than a twenty percent(20 % ) interest in the total outstanding voting securities of the Company or any tender offer or exchange offer that ifconsummated would result in any Person or group ( as defined under Section 13(d ) of the Exchange Act and the rules andregulations thereunder ) beneficially owning twenty percent ( 20 % ) or more of the total outstanding voting securities of theCompany, ( ii ) any merger, consolidation, business combination or other similar transaction involving the Company(A ) pursuant to which any Person or ( as defined in or under Section 13(d ) of the Exchange Act ), other than theCompany Stockholders ( as a group ) immediately prior to the consummation of such transaction, would hold Company SharesCompany Stockholders ( as a group ) immediately prior to the consummation of such transaction, would hold Company Sharesrepresenting more than twenty percent ( 20 % ) of the Company Shares outstanding after giving effect to the consummation ofsuch transaction or ( B ) as a result of which the Company Stockholders ( as a group ) immediately prior to the consummation ofsuch transaction would hold Company Shares representing less than eighty 2 percent ( 80 % ) of the Company Shares outstanding after giving effect to the consummation of such transaction ; ( iii ) any sale, lease ( other than in the ordinary course of business ), exchange, transfer, exclusive license ( other than in the ordinary course ofbusiness ), acquisition or disposition of more than twenty percent ( 20 % ) of the assets of the Company ( including itsSubsidiaries taken as a whole ), it being understood that voting securities of any Subsidiaries of the Company are to be deemedassets of the Company, or ( iv ) any liquidation or dissolution of the Company ; provided, however, the Merger and thetransactions contemplated hereby shall not be deemed an Acquisition Proposal in any case