definiens: means, with respect to [ * * * ], ( a ) the bona fide acquisition by any Person or group(within the meaning of Sections 13(d)(3 ) or 14(d)(2 ) of the Securities Exchange Act of 1934 ) of beneficialownership of any capital stock of [ * * * ], if after such acquisition such Person or group would be the ( as defined in Rule 13d-3 under the Securities Exchange Act of 1934 ), directly or indirectly, of securities of [ * * * ] representing more than fifty percent ( 50 % ) of the combined voting power of [ * * * ] thenoutstanding securities entitled to vote generally in the election of directors ; ( b ) the consummation afterapproval by [ * * * ] stockholders of a bona fide merger or consolidation of [ * * * ], with any other Person, otherthan a merger or consolidation which would result in [ * * * ] voting securities outstanding immediately priorthereto continuing to represent ( either by remaining outstanding or by being converted into voting securities ofthe surviving entity ) more than fifty percent ( 50 % ) of the combined voting power of [ * * * ] voting securities orsuch surviving entity ’s voting securities outstanding immediately after such merger or consolidation ; or ( c ) thebona fide sale, lease, transfer or other disposition, in a single transaction or series of related transactions, by [ * * * ] to a Third Party or any of its subsidiaries of all or substantially all the assets of [ * * * ] and itssubsidiaries taken as a whole