definiens: means any offer or proposal ( whether in writing or otherwise ) concerning any ( a ) merger, consolidation, other business combination or similar transaction involving the Company, ( b ) sale, lease or other dispositiondirectly or indirectly by merger, consolidation, business combination, share exchange, joint venture or otherwise, of assets ofthe Company ( including Equity Interests of a Company Subsidiary or CPS ), any Company Subsidiary or CPS representing15 % or more of the consolidated assets, revenues or net income of the Company, CPS and the Company Subsidiaries,(c ) issuance or sale or other disposition ( including by way of merger, consolidation, business combination, share exchange, joint venture or similar transaction ) by any Person of Equity Interests representing 15 % or more of the voting power of theCompany, ( d ) transaction in which any Person will acquire Beneficial Ownership or the right to acquire Beneficial Ownershipor any Group has been formed which beneficially owns or has the right to acquire Beneficial Ownership of, Equity Interestsrepresenting 15 % or more of the voting power of the Company or ( e ) any combination of the foregoing ( in each case, otherthan the Offer and the Merger )