definiens: means, with respect to a first Person, a single transaction or series of related transactionspursuant to which another Person or group of Persons who did not Control such first Person immediately before thetransaction(s ) do Control such first Person immediately after the transaction(s ) . A Change of Control will be presumed tooccur to a first Person upon the occurrence of any of the following : ( i ) any other Person becomes the beneficial owner, directlyor indirectly, of more than fifty percent ( 50 % ) of the voting securities of the first Person ; ( ii ) the sale or other disposition of allor substantially all of the assets of the Person ; ( iii ) a consolidation or merger of the first Person with any other Person, otherthan a merger or consolidation which would result in the voting securities of the first Person outstanding immediately priorthereto continuing to represent at least fifty percent ( 50 % ) of the total voting power represented by the voting securities of thePerson outstanding immediately after such merger or consolidation