definiens: shall mean, with respect to any Person, any of th e following events : ( i ) any Person, or group of Persons acting in concert, is or become s the beneficial owner ( except that a Person shall be deemed to have beneficial ownership of all shares that any su ch Person has the right to acquire, whether such ri ght which may be exercised immediately or only after the pass age of time ), directly or indirectly, of a majority of the total voting power of such Person ; ( ii ) a Person consolid ates with or merges into another corporation or ent ity, or any corporation or entity consolidates with or merges i nto a Person, other than ( A ) a merger or consolidat ion which would result in the voting securities of such Perso n outstanding immediately prior to such merger or c onsolidation continuing to represent ( either by remaining outsta nding or by being converted into voting securities of the surviving entity or any parent thereof ) a majority of the combined voting power of the voting securiti es of such Person or such surviving entity or any parent there of outstanding immediately after such merger or con solidation, or ( B ) a merger or consolidation effected to implem ent a recapitalization of such Person ( or similar t ransaction ) in which no Person becomes the beneficial owner, direc tly or indirectly, of a majority of the total votin g power of the Purchaser or ( iii ) a Person conveying, transfer ring or leasing all or substantially all of its ass ets to any Person other than a wholly owned Affiliate of such Person