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 similar transactioninvolving the Company;(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 the Company ; or ( ii ) in which the Company or any of the CompanySubsidiaries issues securities ( or instruments convertible into or exercisable or exchangeable for, such securities ) representing 20 % ormore of the outstanding voting power of the Company ( after giving effect to such transaction);(c ) any sale, exchange, transfer, acquisition or disposition of 20 % or more of the consolidated assets ( including equity securities ofthe Company Subsidiaries ) of the Company and the Company Subsidiaries, taken as a whole, or of any business or businesses ( or theassets of any business or businesses, including equity securities of any Company Subsidiary ) that constitute or account for 20 % or moreof the consolidated net revenues or net income of the Company and the Company Subsidiaries, taken as a whole;(d ) any tender offer or exchange offer that if consummated would result in any Person or ( as defined in the Exchange Actand the rules thereunder ) of Persons acquiring beneficial or record ownership of securities ( or instruments convertible into or exercisableor exchangeable for such securities ) representing 20 % or more of the outstanding voting power of the Company ; or(e ) any combination of the foregoing types of transaction if the sum of the percentage of the voting power of the Company or of theconsolidated net revenues, net income or assets of the Company and the Company Subsidiaries, taken as a whole, involved is 20 % ormore