definiens: shall mean any transaction or series of relatedtransactions ( other than the Contemplated Transactions ) for : ( a ) any acquisition or purchase from any [COMPANY] Company by any Person or ( as defined inor under Section 13(d ) of the Exchange Act ), directly or indirectly, of more than a 15 % beneficial or record interestin the total outstanding voting securities of any class ( or instruments convertible into or exercisable orexchangeable for more than 15 % of any such class ) of the Company, including pursuant to a stock purchase, merger, consolidation, tender offer, share exchange or other transaction involving the Company or any of itsSubsidiaries ; ( b ) any tender offer ( including self - tender ) or exchange offer that if consummated would result in anyPerson or ( as defined in or under Section 13(d ) of the Exchange Act ) owning ( beneficially or on record)more than 15 % of the total outstanding voting securities of any class ( or instruments convertible into orexercisable or exchangeable for more than 15 % of any such class ) of the Company ; ( c ) any merger, consolidation, business combination, share exchange, issuance of securities, acquisition of securities, reorganization, recapitalization or other similar transaction for more than 15 % of the votingsecurities of the Company or the consolidated assets of the [COMPANY] Companies, taken as a whole ; ( d ) any sale, lease, exchange, transfer, exclusive license or disposition, in each case, other than in theordinary course of business, of more than 15 % of the consolidated assets of the [COMPANY] Companies, taken asa whole ( measured by the lesser of book or fair market value thereof ) ; or ( e ) any combination of the foregoing