definiens: means any of the following events : ( i ) any Person is or becomes the ( as defined in Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934, as amended, except that a person shall bedeemed to have of all shares that any such person has the right to acquire, whether such right isexercisable immediately or only after the passage of time ), directly or indirectly, of over 50 % of the total voting power ofall classes of capital stock then outstanding of Aspen normally entitled to vote in elections of directors ; ( ii ) Aspenconsolidates with or merges into another corporation or entity, or any corporation or entity consolidates with or mergesinto Aspen, in either event pursuant to a transaction in which over 50 % of the total voting power of all classes of capitalstock then outstanding of Aspen normally entitled to vote in elections of directors is changed into or exchanged for cash, securities or other property ; ( iii ) Aspen conveys, transfers or leases all or substantially all of its assets relating to thisagreement to any person ; or ( iv ) ( a ) during any period of two consecutive years, commencing after the Effective Date, individuals who immediately after the Effective Date constituted the Board of Directors of Aspen ( together with any newdirectors whose election by such Board or whose nomination for election by the shareholders of Aspen was approved bya vote of 66 2/3 % of the directors then still in office who were either directors at such time or whose election ornomination for election was previously so approved ) cease for any reason to constitute a majority of the Board ofDirectors of Aspen then in office and ( b ) a new majority of the board is comprised of directors who are officers of acompetitor of [COMPANY]