definiens: shall mean, with respect to Parent, any transaction or series of relatedtransactions ( other than the transactions contemplated by this Agreement ) involving : ( a ) any acquisition or purchasefrom Parent by any Person or ( as defined in or under Section 13(d ) of the Exchange Act ), directly or indirectly, of a 50.1 % or greater interest in the total outstanding equity interests or voting securities of Parent, or any tender offeror exchange offer that if consummated would result in any Person or beneficially owning 50.1 % or more of thetotal outstanding equity interests or voting securities of Parent ; ( b ) any merger, consolidation, business combinationor other similar transaction involving Parent pursuant to which the stockholders of Parent immediately preceding suchtransaction hold less than 50 % of the equity interests in the surviving or resulting entity of such transaction ; ( c ) anyliquidation, dissolution, recapitalization or other significant corporate reorganization of a Parent or one or more of itsSubsidiaries which, individually or in the aggregate, generate or constitute 50.1 % or more of the net revenues, netincome or assets ( as of or for the twelve ( 12 ) month period ending on the last day of the applicable party ’s mostrecently completed fiscal year ) of Parent ; or ( d ) any combination of the foregoing . For the avoidance of doubt, a shall expressly exclude any of the transactions set forth on Section 4.02 of theParent Disclosure Schedules