definiens: shall mean any transaction or series of related transactions ( other than the Mergers ) involving:(a ) any merger, consolidation, amalgamation, business combination, joint venture, reorganization or other similartransaction involving Parent;(b ) any transaction ( i ) in which any Person or ( as defined in the Exchange Act and the rules thereunder ) of Personsacquires beneficial or record ownership of securities ( or instruments convertible into or exercisable or exchangeable for, such securities)representing 20 % or more of the outstanding voting power of Parent ; or ( ii ) in which Parent or any Parent Subsidiaries issues securities(or instruments convertible into or exercisable or exchangeable for, such securities ) representing 20 % or more of the outstanding votingpower of Parent ( after giving effect to such transaction);(c ) any sale, exchange, transfer, acquisition or disposition of 20 % or more of the consolidated assets ( including equitysecurities of the Parent Subsidiaries ) of Parent and the Parent Subsidiaries, taken as a whole, or of any business or businesses ( or theassets of any business or businesses, including equity securities of any Subsidiaries of Parent ) that constitute or account for 20 % ormore of the consolidated net revenues or net income of Parent and the Parent Subsidiaries, taken as a whole;(d ) any tender offer or exchange offer that if consummated would result in any Person or ( as defined in theExchange Act and the rules thereunder ) of Persons acquiring beneficial or record ownership of securities ( or instruments convertible intoor exercisable or exchangeable for such securities ) representing 20 % or more of the outstanding voting power of Parent ; or A-13(e ) any combination of the foregoing types of transaction if the sum of the percentage of the voting power of Parent or of theconsolidated net revenues, net income or assets of Parent and the Parent Subsidiaries, taken as a whole, involved is 20 % or more