definiens: means any offer or proposal concerning any ( A ) merger, consolidation, business combination, orsimilar transaction involving the Company or any Company Subsidiary, ( B ) sale, lease or other disposition directly orindirectly by merger, consolidation, business combination, share exchange, joint venture, or otherwise of assets of theCompany or any Company Subsidiary representing 20 % or more of the consolidated assets of the Company and the CompanySubsidiaries, ( C ) issuance, sale, or other disposition of ( including by way of merger, consolidation, business combination, share exchange, joint venture, or any similar transaction ) securities ( or options, rights or warrants to purchase, or securitiesconvertible into or exchangeable for such securities ) representing 20 % or more of the voting power of the Company or ( D)transaction in which any person shall acquire beneficial ownership, or the right to acquire beneficial ownership or any groupshall have been formed which beneficially owns or has the right to acquire beneficial ownership of 20 % or more of theoutstanding voting capital stock of the Company or ( E ) any combination of the foregoing ( other than the Merger )