definiens: Change ofC'AA!rol : ' with rcspeclto the Buyer, means an event m wluch : ( A ) any olher ) ' lnOn or group of P ~ ns Helmg In concert ( other than a Parent Enllly of the Buyer or BU~ ' 5 .. -m I'r n : pn : st:!lting mvn . : than so " ; ' of the voting power ofme then outstanding securities of the Buyer with respect to the election of directors of the Buyer, ( B ) the Buyer enten into a merger, consolidation, scheme of arrangement or similar transaction with IIl10ther Person, unless ( i ) tnc members oflke Board of Directors of the Buyer immediately prior to soch tnIOSIICtion constitute more than ~. of the membc : rs ofme Board ofDirectort of the Buyer ( or II . Parent Entity of the Buyer ) immediately following wch transaction, and ( ii ) the Persons who beneficially owned the outstanding v«ing securities of the Buyer immediately prior 10 such lransaction beneficially own securities of the Buyer representing at least 50 % of the voting power wtlh respect to the election ofdirectOf1l of the Buyer immediately following such transaction, or a Pllfent Entity of the Buyer baieficially owns securities of the Buyer representing 100".4 of the Yoting power with respeci to the election of dira : tors of the Buyer immediately following such transaction ; or ( q the Buyer sells to any Pason(s ), in one or nK ! « : related transactions, a lIIajority ofthc propcny and assets of the Buyer