definiens: means that ( A ) MRI shall, directly or indirectly, in one or more related transactions, ( 1 ) consolidate or merge with or into(whether or not MRI is the surviving corporation ) another person ( but excluding a migratorymerger effected solely for the purpose of changing the jurisdiction of incorporation of MRI ), or ( 2)sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties orassets of MRI to another person, or ( 3 ) allow another person to make a purchase, tender orexchange offer that is accepted by the holders of more than the 50 % of the outstanding shares ofMRI common stock ( not including any shares of MRI common stock held by the person orpersons making or party to, or associated or affiliated with the persons making or party to, suchpurchase, tender or exchange offer ), or ( 4 ) consummate a stock purchase agreement or otherbusiness combination ( including, without limitation, a reorganization, recapitalization, spin - off orscheme of arrangement ) with another person whereby such other person acquires more than50 % of the outstanding shares of MRI common stock ( not including any shares of MRI commonstock held by the other person or other persons making or party to, or associated or affiliated withthe other Persons making or party to, such stock purchase agreement or other businesscombination ), or ( 5 ) reorganize, recapitalize or reclassify its common stock, or ( B ) any or ( as these terms are used for purposes of Sections 13(d ) and 14(d ) of the Exchange Act)is or shall become the ( as defined in Rule 13d-3 under the Exchange Act),directly or indirectly, of 50 % of the aggregate ordinary voting power represented by issued andoutstanding MRI common stock, and ( ii ) means the person formed by, resulting from or surviving any Fundamental Transaction or the person with which suchFundamental Transaction shall have been entered into