definiens: means any transaction or series of transactions involving : ( a ) any direct or indirect merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction ( i ) in which Company ( or its Subsidiaries ) or Parent ( or its Subsidiaries ) is a constituent corporation, ( i i ) in which a Person or ( as defined in the Exchange Act and the rules promulgated thereunder ) of Persons directly or indirectly acquires beneficial or record ownership of securities representing more than 10 % of the outstanding securities of any cl ass of voting securities of Company ( or its Subsidiaries ) or Parent ( or its Subsidiaries ), or ( iii ) in which Company ( or its Subsidiaries ) or Parent ( or its Subsidiaries ) issues securities representing more than 10 % of the outstanding securities of any cla ss of voting securities of any such Entity ( other than as contemplated under this Agreement ) ; ( b ) any direct or indirect sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets or any Subsidiaries ( including any of its voting equity interests ) that constitute or account for 10 % or more of the fair market value of the consolidated assets of Company ( or its Subsidiaries ) or Parent ( or its Subsidiaries ) or to which 10 % or more of the net revenues or ne t income on a consolidated basis of Company ( or its Subsidiaries ) or Parent ( or its Subsidiaries ) are attributable ; or ( c ) any liquidation or dissolution ( or the adoption of a plan of liquidation or dissolution ) of any of Company ( or its Subsidiaries ) or Parent ( or its Subsidiaries ) or the declaration or payment of an extraordinary dividend ( whether in cash or other property ) by any of Company ( or its Subsidiaries ) or Parent ( or its Subsidiaries )