definiens: shall mean, with respect to the Company, any of the following events : ( i ) any Person is orbecomes the beneficial owner ( except that a Person shall be deemed to have beneficial ownership of all shares thatany such Person has the right to acquire, whether such right which may be exercised immediately or only after thepassage of time ), directly or indirectly, of a majority of the total voting power represented by all Shares of ThenOutstanding Common Stock ; ( ii ) the Company consolidates with or merges into another corporation or entity, or anycorporation or entity consolidates with or merges into the Company, other than ( A ) a merger or consolidation whichwould result in the voting securities of the Company outstanding immediately prior to such merger or consolidationcontinuing to represent ( either by remaining outstanding or by being converted into voting securities of the survivingentity or any parent thereof ) a majority of the combined voting power of the voting securities of the Company or suchsurviving entity or any parent thereof outstanding immediately after such merger or consolidation, or ( B ) a merger orconsolidation effected to implement a recapitalization of the Company ( or similar transaction ) in which no Personbecomes the beneficial owner, directly or indirectly, of a majority of the total voting power of all Shares of ThenOutstanding Common Stock ; ( iii ) the Company conveys, transfers or leases all or substantially all of its assets to anyPerson other than a wholly owned Affiliate of the Company or ( iv ) individuals who constitute Continuing Directorscease for any reason to constitute at least a majority of the Board of Directors of the Company