definiens: means an event in which:(i ) any Person or group ( as such term is defined in theSecurities Exchange Act of 1934, as amended ), which as of the date of this Agreement does notbeneficially own at least 25 % of the voting power of the then outstanding securities of Buyer, acquires beneficial ownership of securities of Buyer representing more than 50 % of the votingpower of the then outstanding securities of Buyer with respect to the election of directors ofBuyer, or(ii ) Buyer enters into a merger, consolidation or similartransaction with another Person in which Buyer is not the surviving entity in such transaction, or(iii ) Buyer enters into a merger, consolidation or similartransaction with another Person in which Buyer is the surviving entity in such transaction but ( A)the members of the Board of Directors of Buyer immediately prior to such transaction constituteless than one half of the members of the Board of Directors of Buyer following such transactionor ( B ) the Persons who beneficially owned the outstanding voting securities of Buyerimmediately prior to such transaction cease to beneficially own securities of Buyer representingat least 50 % of the voting power of the then outstanding securities of Buyer with respect to theelection of directors immediately after such transaction in substantially the same proportions astheir ownership of securities of Buyer immediately prior to such transaction