definiens: of any Person means another Person that directly, or indirectly through one or moreintermediaries, controls, is controlled by, or is under common control with, such first Person, where means the possession, directly or indirectly, of the power to direct or cause the direction of the managementpolicies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor, orotherwise ; ( b ) An with respect to a party hereto, shall mean any of the followingtransactions ( other than any Transaction Event ): ( i ) any transaction or series of related transactions with one ormore third Persons involving : ( A ) any purchase from such party or acquisition by any Person or ( asdefined under Section 13(d ) of the Exchange Act and the rules and regulations thereunder ) of more than a tenpercent ( 10 % ) interest in the total outstanding voting securities of such party or any of its Subsidiaries or anytender offer or exchange offer that if consummated would result in any Person or group beneficially owning tenpercent ( 10 % ) or more of the total outstanding voting securities of such party or any of its Subsidiaries or anymerger, consolidation, business combination or similar transaction involving such party or any of itsSubsidiaries, or ( B ) any sale, lease ( other than in the ordinary course of business consistent with pastpractice ), exchange, transfer, license ( other than in the ordinary course of business consistent with pastpractice ), acquisition or disposition of more than ten percent ( 10 % ) of the assets of such party or any of itsSubsidiaries, taken as a whole, or ( ii ) any liquidation or dissolution of such party ; ( c ) An shall mean any offer or proposal relating to an AlternativeTransaction ; ( d ) shall mean any written, oral or other agreement, contract, subcontract, settlementagreement, lease, binding understanding, instrument, note, option, bond, mortgage, indenture, trust document, loan or credit agreement, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legallybinding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be ineffect;60 ( e ) means any and all federal, state, foreign, interstate, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decisions, injunctions, orders, decrees, requirements ofany Governmental Entity, any and all common law requirements, rules and bases of liability regulating, relatingto or imposing liability or standards of conduct concerning pollution, Hazardous Materials or protection ofhuman health, safety or the environment, as currently in effect and includes the Comprehensive EnvironmentalResponse, Compensation and Liability Act, 42 U.S.C. § 9601 et seq ., the Hazardous Materials TransportationAct, 49 U.S.C. § 1801 et seq ., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq ., theClean Water Act, 33 U.S.C. § 1251 et seq ., the Clean Air Act, 42 U.S.C. § 7401 et seq ., the Toxic SubstancesControl Act, 15 U.S.C. § 2601 et seq ., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C., § 136et seq ., Occupational Safety and Health Act 29 U.S.C. § 651 et seq