definiens: with respect to a partyhereto, shall mean any of the following transactions ( other than the Merger or any Transaction Event ): ( i ) amerger, consolidation, business combination, recapitalization, liquidation,58dissolution or similar transaction involving the party pursuant to which the stockholders of the partyimmediately preceding such transaction hold less than sixty percent ( 60 % ) of the aggregate equity interests inthe surviving or resulting entity of such transaction or any direct or indirect parent thereof, ( ii ) a sale or otherdisposition by the party or its Subsidiaries of assets representing in excess of forty percent ( 40 % ) of theaggregate fair market value of the consolidated assets of the party and its Subsidiaries immediately prior tosuch sale, or ( iii ) the acquisition by any Person or group ( including by way of a tender offer or an exchangeoffer or issuance by the party or such Person or group ), directly or indirectly, of beneficial ownership or a rightto acquire beneficial ownership of shares representing in excess of forty percent ( 40 % ) of the voting power ofthe then outstanding shares of capital stock of the party