definiens: means any transaction or series of relatedtransactions involving:(a ) any merger, consolidation, amalgamation, share exchange, businesscombination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction : ( i ) in which aParty is a constituent entity ; ( ii ) in which a Person or ( as defined in theExchange Act and the rules promulgated thereunder ) of Persons directly or indirectlyacquires beneficial or record ownership of securities representing more than 20 % ofthe outstanding securities of any class of voting securities of a Party or any of itsSubsidiaries ; or ( iii ) in which a Party or any of its Subsidiaries issues securitiesrepresenting more than 20 % of the outstanding securities of any class of votingsecurities of such Party or any of its Subsidiaries ; or(b ) any sale, lease, exchange, transfer, license, acquisition or disposition ofany business or businesses or assets that constitute or account for 20 % or more of theconsolidated book value or the fair market value of the assets of a Party and itsSubsidiaries, taken as a whole ; provided, however, that a transaction described inSection 4