definiens: shall mean any transaction or series of related transactions ( other than thetransactions contemplated by this Agreement ) involving : ( i ) the purchase or other acquisition by any Person or ( as defined in or under Section 13(d ) of the Exchange Act ), directly or indirectly, of more than twenty percent ( 20 % ) ofthe Company Common Stock outstanding as of the consummation of such purchase or other acquisition, or anytender offer or exchange offer by any Person or ( as defined in or under Section 13(d ) of the Exchange Act)that, if consummated in accordance with its terms, would result in such Person or beneficially owning morethan twenty percent ( 20 % ) of the Company Common Stock outstanding as of the consummation of such tender orexchange offer ; ( ii ) a merger, consolidation, joint venture, business combination or other similar transaction involvingthe Company pursuant to which the stockholders of the Company immediately preceding such transaction hold lessthan eighty percent ( 80 % ) of the voting equity interests in the surviving or resulting entity of such transaction ; ( iii ) asale, transfer, acquisition or disposition of more than twenty percent ( 20 % ) of the consolidated assets of the Companyand its Subsidiaries taken as a whole ( measured by the fair market value thereof ) ; or ( iv ) a liquidation, dissolution orother winding up of the Company and its Subsidiaries, taken as a whole