definiens: with respect to either CIMA or [COMPANY], means any ( i ) merger, consolidation, business combination or similar transactioninvolving such party or any of its Significant Subsidiaries pursuant to whichthe stockholders of such party immediately prior to such transaction would ownless than 70 % of the voting power of the entity surviving or resulting from suchtransaction ( or the ultimate parent entity thereof ), ( ii ) sale, lease or otherdisposition directly or indirectly by merger, consolidation, businesscombination, share 5 < PAGE > exchange, joint venture or otherwise of assets of such party or its Subsidiariesrepresenting 30 % or more of the consolidated assets of such party and itsSubsidiaries, ( iii ) issuance, sale or other disposition of ( including by way ofmerger, consolidation, business combination, share exchange, joint venture orany similar transaction ) securities ( or Rights with respect to such securities)representing 30 % or more of the voting power of such party ( other than a publicoffering of common stock not in connection with a merger, consolidation, business combination, share exchange, joint venture or similar transaction),(iv ) transaction ( including a tender or exchange offer ) in which any Personshall acquire beneficial ownership, or the right to acquire beneficialownership, or any ( as defined in Rule 13d-5(b)(1 ) under the ExchangeAct ) shall have been formed which beneficially owns or has the right to acquirebeneficial ownership of, 30 % or more of the outstanding voting capital stock ofsuch party ( other than one or more bona fide underwriters in connection with apublic offering of common stock not in connection with a merger, consolidation, business combination, share exchange, joint venture or similar transaction ) or(v ) any combination of the foregoing ( other than the Mergers )