definiens: shall mean, with respect to any specified Person, any of the following : ( i ) the sale, lease, transfer, conveyance or other disposition ( including by way of liquidation or dissolution of such specified Person or one or more of itsSubsidiaries ), in a single transaction or in a related series of transactions, of all or substantially all of the assets of suchspecified Person and its Subsidiaries, taken as a whole, to any other Person ( or Group ) which is not, immediately after givingeffect thereto, a Subsidiary of such specified Person ; ( ii ) any Person or Group becomes, in a single transaction or in a relatedseries of transactions, whether by way of purchase, acquisition, tender, exchange or other similar offer or recapitalization, reclassification, consolidation, merger, share exchange, scheme of arrangement or other business combination transaction, theBeneficial Owner of more than fifty percent ( 50 % ) of the combined voting power of the outstanding voting capital stockentitled to vote generally in the election of directors ( or Persons performing a similar function ) of such specified Person ; or(iii ) the consummation of any recapitalization, reclassification, consolidation, merger, share exchange, scheme of arrangementor other business combination transaction immediately following which the Beneficial Owners of the voting capital stock ofsuch specified Person immediately prior to the consummation of such transaction do not Beneficially Own more than fiftypercent ( 50 % ) of the combined voting power of the outstanding voting capital stock entitled to vote generally in the electionof directors ( or Persons performing a similar function ) of the entity resulting from such transaction ( including an entity that, asa result of such transaction, owns such specified Person or all of substantially all of the assets of such specified Person and itsSubsidiaries, taken as a whole, either directly or indirectly through one or more Subsidiaries of such entity ) in substantiallythe same proportion as their Beneficial Ownership of the voting capital stock of such specified Person immediately prior tosuch transaction