definiens: means ( i ) the sale, lease, exchange, transfer or other disposition ( including, without limitation, by merger, consolidation or otherwise ) of assets constituting all or substantially all of the assets of the company and its subsidiaries, taken as a whole, to a person ( or entity ) or group of persons ( or entities ) acting together, ( ii ) any merger, consolidation or other business combination or refinancing or recapitalization of the company as a result of which the voting securities of the continuing or surviving entity issued in respect of the company 's voting securities outstanding immediately prior to the transaction represent less than [ 50 ] % of the total issued and outstanding voting securities of the continuing or surviving entity immediately following such transaction, ( iii ) any transaction or series of transactions in or as a result of which any ( as that term is defined in Sections 3 ( a)(9 ) or 13 ( d ) of the Securities Exchange Act of 1934, as amended ( the » becomes the ( as that term is defined in Rule 13d-3 under the 1934 Act ), directly or indirectly, of securities of the company representing [ 50 ] % or more of the total voting power represented by the company 's then outstanding voting securities, and ( iv ) whether by virtue of an actual or threatened proxy contest ( including a consent solicitation ) or any merger, reorganization, consolidation or similar transaction persons who are directors of the company immediately prior to such proxy contest or the execution of the agreementPursu ~ t t9 which such transaction is consummated ( other th < ill a director whose initial assliinp, tiQn Qfoffice.was in connection with a prior actual ort1 : lfeatel1edproxYCQiit~$tJ¢~~e, t~'cQtlstitrit~ [ ama.j ~ rityl of the Board of Directors of the company or any successor'eritity irnniediately following such proxy contest or the consummation of such transaction