definiens: means the occurrence of any one of the following : ( i ) any, assuch term is used in Section 13(d ) and 14(d ) of the Securities Exchange Act of 1934, as amended ( the ) ( other than the Company, a subsidiary, an affiliate, or a Company employee benefit plan, including any trustee of such plan acting as trustee ) is or becomes the ( as defined inRule 13d-3 under the Exchange Act ), directly or indirectly, of securities of the Company representing 50%or more of the combined voting power of the Company ’s then outstanding securities ; or ( ii ) a sale of assetsinvolving 75 % or more of the fair market value of the assets of the Company as determined in good faith bythe Board ; or ( iii ) any merger, reorganization or other transaction of the Company whether or not anotherentity is the survivor, pursuant to which holders of all the shares of capital stock of the Companyoutstanding prior to the transaction hold, as a group, less than 50 % of the shares of capital stock of theCompany outstanding after the transaction ; provided, however, that neither ( A ) a merger effectedexclusively for the purpose of changing the domicile of the Company in which the holders of all the sharesof capital stock of the Company immediately prior to the merger hold the voting power of the{M1092765.4 } surviving entity following the merger in the same relative amounts with substantially the same rights, preferences and privileges, nor ( B ) a transaction the primary purpose of which is to raise capital for theCompany, will constitute a Change of Control