definiens: with respect to the Company, shall mean any of the following transactions ( other than the transactions contemplated by this Agreement ): ( i ) amerger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transactioninvolving the party pursuant to which the stockholders of the party immediately preceding such transaction holdless than fifty percent ( 50 % ) of the aggregate equity interests in the surviving or resulting entity of such transactionor any resulting direct or indirect parent or subsidiary entity thereof, as a result of such transaction, ( ii ) a sale orother disposition by the party of assets representing in excess of fifty percent ( 50 % ) of the aggregate fair marketvalue of the party ’s business immediately prior to such sale, or ( iii ) the acquisition by any Person or group(including by way of a tender offer or an exchange offer or issuance by the party or such Person or group ), directlyor indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess offifty percent ( 50 % ) of the voting power of the then outstanding shares of capital stock of the party