definiens: means, other than the Transactions, any transaction ( including any single - or multi - step transaction ) or series of related transactions with any Person or ( as defined in the Exchange Act)involving ( x ) the issuance to such Person or or acquisition by such Person or of, or a tender offer orexchange offer that if consummated would result in such Person or beneficially owning ( within the meaning ofSection 13(d ) of the Exchange Act ), at least twenty percent ( 20 % ) of the outstanding equity interests in the Companyor ( y ) the acquisition by such Person or of assets of the Company and/or the Company Subsidiaries ( includingthrough ownership of equity in any Subsidiaries ) representing at least twenty percent ( 20 % ) of the fair market value ofthe assets of the Company and its Subsidiaries, taken as a whole, in each case of clauses ( x ) and ( y ), whetherpursuant to a merger ( including a reverse merger in which the Company is the surviving corporation ), reorganization, recapitalization, consolidation or other business combination, sale of shares of capital stock, sale of assets, tenderoffer, exchange offer, liquidation, dissolution or other similar transaction