definiens: means, with respect to any Person, the occurrence of ( i ) anyconsolidation or merger of such Person with or into any other Person, or any other corporate reorganization ortransaction ( including the acquisition of Capital Stock of such Person ( or any rights to acquire, or securitiesconvertible into or exchangeable for, any such Capital Stock ) ), whether or not such Person is a party thereto, in whichthe stockholders or equity - holders of such Person or other Persons controlling such Person immediately prior to suchconsolidation, merger, reorganization or transaction, own Capital Stock either ( A ) representing directly, or indirectlythrough one or more entities, less than fifty percent ( 50 % ) of the economic interests in or voting power of such Personor other surviving entity immediately after such 2 consolidation, merger, reorganization or transaction or ( B ) that does not directly, or indirectly through one or moreentities, have the power to elect a majority of the entire board of directors or equivalent governing body of suchPerson or other surviving entity immediately after such consolidation, merger, reorganization or transaction or ( ii ) asale, lease, license or other disposition of all or a material portion of the assets of such Person