definiens: shall mean any of the following not involving a violation of Section 1 : ( i ) the publicannouncement of a proposal to acquire, or the acquisition, by any person or 13D Group of beneficial ownership ofvoting securities of the Company representing 15 % or more of the then outstanding voting securities of the Company, or all or substantially all of the assets of the Company ; ( ii ) the commencement, by any person or 13D Group of atender or exchange offer, to acquire voting securities of the Company which, if successful, would result in suchperson or 13D Group owning, when combined with any other voting securities of the Company owned by such personor 13D Group, 15 % or more of the then outstanding voting securities of the Company ; or ( iii ) the entry into by theCompany, or the public announcement by the Company of a determination to enter into or commence or continue anydiscussions relating to, any merger, sale or other business combination transaction, or an agreement therefor, pursuant to which the outstanding shares of capital stock of the Company would be converted into cash, otherconsideration or securities of another person or 13D Group or 50 % or more of the then outstanding shares of capitalstock of the Company would be owned by persons other than the then current holders of shares of capital stock of theCompany, or which would result in all or a substantial portion of the Company ’s assets being sold to any person or13D Group