definiens: means that ( A ) the Company shall, directly or ind irectly, in one or more related transactions, ( i ) consolidate or me rge with or into ( whether or not the Company is the surviving corporation ) another Person, or ( ii ) sell, assign, transfer, convey or otherwise dispose of all or sub stantially all of the properties or assets of the Company to another Person, or ( iii ) allow another Person to make a pur chase, tender or exchange offer that is accepted by the ho lders of more than 50 % of the outstanding shares of Common Stock ( not including any shares of Common Stock hel d by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer ), or ( iv ) consummate a stock purchase agreement or other business combination ( including, without limitatio n, a reorganization, recapitalization, spin - off or schem e of arrangement ) with another Person whereby such other Person acquires more than 50 % of the outstanding sh ares of Common Stock ( not including any shares of Common Stock held by the other Person or other Pers ons making or party to, or associated or affiliated with the other Persons making or party to, such stock purcha se agreement or other business combination ) or ( B ) any or ( as these terms are used for pu rposes of Sections 13(d ) and 14(d ) of the Exchange Act ) is or shall become the ( as defined in Rule 13d-3 under the Exchange Act ), directly or ind irectly, of more than 50 % of the aggregate ordinary voting powe r represented by issued and outstanding Common Stoc k