definiens: of a Person means the occurrence of any of the following events : 2 Execution CopyCertain portions of this Exhibit have been omitted pursuant to a request for confidentiality . Such omittedportions, which are marked with brackets [ ] and an asterisk *, have been separately filed with the Commission(a ) a sale of all or substantial portion of the assets of such Person in a single transaction orin a series of related transactions ; ( b ) a liquidation or dissolution of such Person ; ( c ) a merger or consolidation involving such Person after the completion of which : ( i ) inthe case of a merger ( other than a triangular merger ) or a consolidation, the beneficial shareholders of such Person immediatelyprior to the completion of such merger or consolidation beneficially own, directly or indirectly, outstanding voting securitiesrepresenting no more than fifty percent ( 50 % ) of the combined voting power of the surviving entity in such merger orconsolidation, and ( ii ) in the case of a triangular merger, the beneficial shareholders of such Person immediately prior to thecompletion of such triangular merger beneficially own, directly or indirectly, outstanding voting securities representing no morethan fifty percent ( 50 % ) of the combined voting power of the parent of the surviving entity in such merger ; or ( d ) an acquisition by any Person or, including in a merger or consolidation of thetype referred to in clause of this definition, of beneficial ownership of outstanding voting securities representing more thanfifty percent ( 50 % ) or more of the combined voting power ( in a single transaction or series of transactions )