definiens: . For the purpose of this Warrant, shall mean theoccurrence of any of the following : ( i ) the consolidation of the Company with, or the merger of the Companywith or into, another ( as such term is used in Rule 13d-3 and Rule 13d-5 of the Securities ExchangeAct of 1934, as amended ( the ) ), or the sale, lease, exclusive license, transfer, conveyance orother disposition, in one or a series of related transactions, of all or substantially all of the assets of theCompany and its Subsidiaries taken as a whole, or the consolidation of another with, or the merger ofanother into, the Company, other than in each case pursuant to a transaction in which the that ( as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act),directly or indirectly, the Voting Shares ( as defined below ) of the Company immediately prior to the transaction, directly or indirectly, Voting Shares representing at least a majority of the total voting powerof all outstanding classes of voting stock of the surviving or transferee person ; ( ii ) the adoption by theCompany of a plan relating to the liquidation or dissolution of the Company ; ( iii ) the consummation of anytransaction ( including, without limitation, any merger or consolidation ) the result of which is that any becomes the directly or indirectly, of more than 50 % of the Voting Shares of the Company(measured by voting power rather than number of shares ) ; or ( iv ) during any period of 24 consecutive months, a majority of the members of the Company ’s Board of Directors cease to be composed of individuals ( A ) whowere members of the Board of Directors on the first day of such period, ( B ) whose election, nomination orappointment to the Board of Directors was approved by at least a majority of the individuals referred to inclause ( A ) above or ( C ) whose election, nomination or appointment to the Board was approved by at least amajority of the individuals referred to in clauses ( A ) and ( B ) taken together . For the purposes of this Article1.6.1, of any person shall mean capital shares or capital stock of such person which ordinarilyhas voting power for the election of directors ( or persons performing similar functions ) of such person