definiens: shall mean any of the following not involving a violation of Section 6.1 : ( i ) the public announcement of aproposal to acquire ( and such proposal has not been publicly rejected by the Company ’s board ofdirectors within two Business Days from the date of such public announcement ), or the acquisition, byany Person or 13D Group of 24 beneficial ownership of voting securities of the Company or any of its Subsidiaries representing ( A)20 % or more of the then outstanding Common Stock or Total Voting Power, ( B ) securities convertibleinto or exercisable or exchangeable for 20 % or more of the outstanding Common Stock or Total VotingPower, ( C ) any options, warrants or other rights to acquire 20 % or more of the outstanding CommonStock or Total Voting Power, ( D ) 20 % or more of any securities of any Subsidiary of the Company or,(E ) assets or groups of assets having a book value in excess of 20 % of the total book value of theassets of the Company and its Subsidiaries, taken as a whole ( each, a ) ; ( ii ) thecommencement or public announcement of an intention to commence, by any Person or 13D Group, ofa tender or exchange offer, to acquire voting securities of the Company which has not been publiclyrejected ( within two Business Days from the date of such commencement or public announcement ) bythe Company ’s board of directors, and which, if successful, would result in such Person or 13D Groupowning, when combined with any other voting securities of the Company owned by such Person or13D Group, a Controlling Stake ; ( iii ) the entry into by the Company, or the public announcement by theCompany of a determination to explore, enter into or commence or continue any discussions relating to, any merger, consolidation, 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 intocash, other consideration or securities of another Person or 13D Group or 50 % or more of the thenoutstanding shares of capital stock of the Company would be owned by Persons other than the thencurrent holders of shares of capital stock of the Company, which would result in all or a substantialportion of the Company ’s or any of its Subsidiaries ’ assets being sold to any person or 13D Group orwhich could otherwise lead to a Change of Control ; ( iv ) the submission of any bona fide offer by anyThird Party for a Controlling Stake or Change of Control ( and the Company ’s board of directors permitsthe Company to negotiate in respect of such Third Party offer ), prompt notice of which shall be providedto the Investor ( such notice not to be later than three ( 3 ) Business Days after such submission ) ; or(v ) the public announcement by the Company that it is reviewing or is engaged in a process related toits strategic alternatives