definiens: shall mean, with respect to the Company, any of t he following events : ( i ) any Person becomes the benefi cial owner ( except that a Person shall be deemed to have beneficial ownership of all Ordinary Shares that an y such Person has the right to acquire, whether suc h right which may be exercised immediately or only after th e passage of time ), directly or indirectly, of a ma jority of the total voting power represented by all Then Outstand ing Ordinary Shares ; ( ii ) the Company consolidates with or merges into another corporation or entity, or any c orporation or entity consolidates with or merges in to the Company, other than ( A ) a merger or consolidation w hich would result in the voting securities of the C ompany outstanding immediately prior to such merger or con solidation continuing to represent ( either by remai ning outstanding or by being converted into voting secur ities of the surviving entity or any parent thereof ) a majority of the combined voting power of the voting securiti es of the Company or such surviving entity or any p are nt thereof outstanding immediately after such merger o r consolidation, or ( B ) a merger or consolidation e ffected to implement a recapitalization of the Company ( or sim ilar transaction ) in which no Person becomes the be neficial owner, directly or indirectly, of a majority of the total voting power of all Then Outstanding Ordinar y Shares or ( iii ) the Company conveys, transfers or leases all or substantially all of its assets to any Person ot her than a wholly owned Affiliate of the Company