definiens: shall mean that a person ( as defined by Section 13(d)(3 ) of the Securities ExchangeAct of 1934, as amended ( ) ), other than Cosmo or its affiliates and other than the Company or its subsidiaries:(A ) enters into an agreement providing for the merger or consolidation, or any similar transaction, involving the Company inwhich, following consummation of such transaction, substantially all of the persons or entities who, immediately prior to suchtransaction, had beneficial ownership of 50 % or more of the voting power of the Company do not continue to beneficiallyown at least 50 % of the voting power of the combined entity and do not have the ability to elect a majority of the directors ofthe combined entity, ( B ) enters into an agreement providing for the purchase or other acquisition of, or purchases or otherwiseacquires, more than 40 % of the assets of the Company, ( C ) enters into an agreement providing for the purchase or otheracquisition of, or purchases or otherwise acquires, beneficial ownership of securities representing 40 % or more of the votingpower of the Company, ( D ) commences a tender offer or exchange offer with respect to securities representing 40 % or more ofthe voting power of the Company, or ( E ) enters into an agreement or commences a proxy solicitation in which the Personwould acquire the ability to elect a majority of the Board of Directors of the Company