definiens: shall mean, with respect to a Person, any of the following events : ( i ) any Person is or becomes the beneficial owner ( as such term is de fined in Rule 13d-3 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares that any such Person has the right t o acquire, whether such right which may be exercised immediate ly or only after the passage of time ), directly or indirectly, of a majority of the total voting power represented by all shares of such Person ’s outstanding capital stock ; ( ii ) such Person consolidates with or merges into another cor poration or entity, or any corporation or entity co nsolidates with or merges into such Person, other than ( A ) a m erger or consolidation which would result in the vo ting securities of such Person outstanding immediately p rior to such merger or consolidation continuing to represent ( either by remaining outstanding or by being conver ted into voting securities of the surviving entity or any parent thereof ) a majority of the combined voting power of the voting securities of such Person or such survi ving entity or any parent thereof outstanding immediately after such merger or consolidation, or ( B ) a merger or c onsolidation effected to implement a recapitalization of such Pe rson ( or similar transaction ) in which no Person be comes the beneficial owner, directly or indirectly, of a majo rity of the total voting power of all shares of cap ital stock of such Person or ( iii ) such Person conveys, transfers or l eases all or substantially all of its assets, to an y Person other than a wholly owned Affiliate of such Person