definiens: means, with respect to a Person, any of the following events : ( i ) any other Person is or becomes the beneficial owner ( as such term is de fined in Rule 13d-3 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares that any such Person has the right t o acquire, whether such right which may be exercised immediate ly or only after the passage of time ), directly or ind irectly, of a majority of the total voting power re presented by all shares of such Person ’s outstanding capital stock ; ( ii ) such Person consolidates with or merges into a nother corporation or entity, or any corporation or entity consolidates with or merges into such Person, othe r than ( A ) a merger or consolidation which would result in the v oting securities of such Person outstanding immedia tely prior to such merger or consolidation continuing to repre sent ( either by remaining outstanding or by being c onverted into voting securities of the surviving entity or a ny parent thereof ) a majority of the combined votin g power of the voting securities of such Person or such surviving entity or any parent thereof outstanding immediatel y after such merger or consolidation, or ( B ) a merger or consoli dation effected to implement a recapitalization of such Person ( or similar transaction ) in which no Person becomes the beneficial owner, directly or indirectly, of a majority of the total voting power of all shares of capital sto ck of such Person, or ( iii ) such Person conveys, tr ansfers or leases all or substantially all of its assets, to any Pers on other than a wholly owned Affiliate of such Pers on