definiens: means ( a ) any transaction or series of related transactions in which any Person or groupof Persons excluding an Affiliate of Parent ( it being agreed for purposes of this definition that in no case shall anyPerson and its Affiliates collectively owning less than ten percent ( 10 % ) of the voting power at elections for the ParentBoard or any successor entity be deemed an Affiliate of Parent, but that any Person and its Affiliates collectivelyowning ten percent ( 10 % ) or more of the voting power at elections for the Parent Board or any successor entity shallbe deemed an Affiliate of Parent ) shall ( i ) directly or indirectly, acquire, whether by purchase, exchange, tender offer, merger, consolidation, recapitalization or otherwise, or ( ii ) otherwise be the owner of, shares of Parent ’s capital stock, such that following such transaction or transactions, such Person or group and their respective Affiliates beneficiallyown more than fifty percent ( 50 % ) of the voting power at elections for the Parent Board or any successor entity, ( b)the sale, transfer or other disposition of all or substantially all of the consolidated assets of Parent and itsSubsidiaries ( based on the net book value of the consolidated assets of Parent and its Subsidiaries in its most recentaudited financial statements ) in one or a series of related transactions, or ( c ) any transaction or series of relatedtransactions with any Person in respect of Parent ’s equity interests and/or assets resulting in the Parent CommonStock no longer being publicly traded on NASDAQ or another securities exchange or over the counter