definiens: means an event whereby ( 1 ) any person or group ( as defined in Section13(d)(3 ) or 14(d)(2 ) of the Exchange Act has become the direct or beneficial owner ( as defined in Rule 13d-3 under theExchange Act ) of more than 50 % of the voting stock of the Company, ( ii ) the Company is merged with or into oramalgamated or consolidated with another corporation and, immediately after giving effect to the merger, amalgamation orconsolidation, less than 50 % of the outstanding voting stock of the surviving or resulting entity are then beneficially owned(within the meaning of Rule 13d-3 of the Exchange Act ) in the aggregate by ( x ) the stockholders of the Companyimmediately prior to such merger, amalgamation or consolidation, or ( y ) if the record date has been set to determine thestockholders of the Company entitled to vote on such merger, amalgamation or consolidation, the stockholders of Companyas of such a record date, ( iii ) the sale, lease, transfer, conveyance or other distribution ( other than by way of merger, amalgamation or consolidation ), in one or a series of related transactions, of all or substantially all of the assets -2- of the Company and its Subsidiaries, taken as a whole, to any Person or group of related persons for purposes of Section 13(d)of the Exchange Act, or ( iv ) the adoption of a plan relating to the liquidation or dissolution of the Company ( which for theavoidance of doubt shall not include the adoption of any plan relating to an internal restructuring of the Company or achange in the jurisdiction of organization of the Company )