definiens: shall mean any transaction or series of related transactions ( otherthan the transactions contemplated by this Agreement ) involving or resulting in : ( i ) any acquisition or purchase from theCompany by any Person or ( as defined in or under Section 13(d ) of the Exchange Act ), directly or indirectly, of morethan 15 % of the total outstanding voting securities of the Company, or any tender offer or exchange offer that, ifconsummated, would result in the Person or ( as defined in or under Section 13(d ) of the Exchange Act ) making suchoffer beneficially owning 15 % or more of the total outstanding voting securities of the Company ; ( ii ) any merger, consolidation, share exchange, business combination, acquisition of securities, recapitalization, tender offer, exchange offeror other similar transaction involving the Company pursuant to which the stockholders of the Company immediately prior tothe consummation of such transaction would hold less than 85 % of the equity interests in the surviving or resulting entity ofsuch transaction immediately after consummation thereof ; ( iii ) any sale, lease, exchange, transfer, license, acquisition ordisposition of more than 15 % of the assets of the Company ( including the interest of the Company in the CompanySubsidiaries ) ( measured by either book or fair market value thereof ) or the net revenues or net income of the Company ; or(iv ) any liquidation, dissolution, recapitalization or other significant corporate reorganization of the Company