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, ( ii ) sale, lease orother disposition directly or indirectly by merger, consolidation, businesscombination, share exchange, joint venture or otherwise of assets of such partyor its Subsidiaries representing 15 % or more of the consolidated assets of suchparty and its Subsidiaries, ( iii ) issuance, sale or other disposition of(including by way of merger, consolidation, business combination, shareexchange, joint venture or any similar transaction ) securities ( or Rights withrespect to such securities ) representing 15 % or more of the voting power of suchparty ( other than a public offering of common stock not in connection with amerger, consolidation, business combination, share exchange, joint venture orsimilar transaction ), ( iv ) transaction ( including a tender or exchange offer ) inwhich any Person shall acquire beneficial ownership, or the right to acquirebeneficial ownership, or any ( as defined in Rule 13d-5(b)(1 ) under theExchange Act ) shall have been formed which beneficially owns or has the right toacquire beneficial ownership of, 15 % or more of the outstanding voting capitalstock of such party ( other than one or more bona fide underwriters in connectionwith a public offering of common stock not in connection with a merger, consolidation, business combination, share exchange, joint venture or similartransaction ) or ( v ) any combination of the foregoing ( other than the Mergers )