definiens: means, with respect to Party, any of the following events : ( a ) any Person is orbecomes the ( as such term is used in Section 13(d ) of the Securities Exchange Actof 1934, as amended, and Rule 13d-3 thereunder, except that a Person shall be deemed to have of all shares that any such Person has the right to acquire, whether such rightmay be exercised immediately or only after the passage of time ), directly or indirectly, of a majority ofthe total voting power represented by all classes of capital stock then outstanding of Party normallyentitled to vote in elections of directors ; ( b ) Party consolidates with or merges into another corporationor entity, or any corporation or entity consolidates with or merges into Party, other than ( i ) a merger orconsolidation that would result in the voting securities of Party outstanding [ * * * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, asamended