definiens: means any proposal for a tender or exchangeoﬀer, a merger or other business combination or a sale of securities, oﬀer, a merger or other business combination or a sale of securities, recapitalization, liquidation, dissolution or similar transaction involving theCompany or any of its Signiﬁcant Subsidiaries or any proposal or oﬀer toacquire in any manner, directly or indirectly, a material equity interest in ora material amount of voting securities or assets of, the Company or any of itsSigniﬁcant Subsidiaries, other than the transactions contemplated by thisAgreement and the Ancillary Agreements or any other transaction the consummationof which would or could reasonably be expected to impede, interfere with, prevent or materially delay, or which would or could reasonably be expected tomaterially dilute the beneﬁts to Ciba of, the transactions contemplated herebyor by the Ancillary Agreements