MCS Acquisition Transaction definition
MCS Acquisition Transaction means any transaction or series of related transactions other than the transactions contemplated by this Agreement involving: (A) any acquisition or purchase from MCS by any person or "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of more than a 5% interest in the total outstanding voting securities of MCS or any of its subsidiaries or any tender offer or exchange offer that if consummated would result in any person or "group" (as defined under Section 13 (d) of the Exchange Act and the rules and regulations thereunder) beneficially owning 5% or more of the total outstanding voting securities of MCS or any of its subsidiaries or any merger, consolidation, business combination or similar transaction involving MCS pursuant to which the stockholders of MCS immediately preceding such transaction hold less than 95% of the equity interests in the surviving or resulting entity of such transaction; (B) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of more than 5% of the assets of MCS; or (C) any liquidation or dissolution of MCS.