definiens: means any transaction or series of transactions involving : ( a ) any merger, consolidation, amalgamation, share exchange, business combination, issuanceof securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similartransaction : ( i ) in which a Party is a constituent corporation ; ( ii ) in which a Person or ( as defined in theExchange Act and the rules promulgated thereunder ) of Persons directly or indirectly acquires beneficial or recordownership of securities representing more than 20 % of the outstanding securities of any class of voting securities of aParty or any of its Subsidiaries ; or ( iii ) in which a Party or any of its Subsidiaries issues securities representing morethan 20 % of the outstanding securities of any class of voting securities of such Party or any of its Subsidiaries ; ( b ) any sale, lease, exchange, transfer, license, acquisition or disposition of any business orbusinesses or assets that constitute or account for 20 % or more of the consolidated book value or the fair marketvalue of the assets of a Party and its Subsidiaries, taken as a whole ( other than ( i ) the Potentially TransferrableAssets Dispositions and ( ii ) any lease, exchange, transfer, license, disposition, partnership, or collaboration involvingless than substantially all of the assets of [COMPANY] pursuant to a collaboration agreement, partnership agreement orsimilar arrangement ) ; or ( c ) any tender offer or exchange offer, that if consummated would result in any Personbeneficially owning 20 % or more of the outstanding equity securities of a Party or any of its Subsidiaries