definiens: means, with respect to a Person, any of the following events:(i ) any Person is or becomes the beneficial owner ( except that a Person shall bedeemed to have beneficial ownership of all shares that any such Person has theright to acquire, whether such right which may be exercised immediately or onlyafter the passage of time ), directly or indirectly, of a majority of the total votingpower represented by all shares of such Person ’s outstanding capital stock, ( ii)such Person consolidates with or merges into another corporation or entity, or anycorporation or entity consolidates with or merges into such Person, other than ( A ) amerger or consolidation which would result in the voting securities of such Personoutstanding immediately prior to such merger or consolidation continuing torepresent ( either by remaining outstanding or by being converted into votingsecurities of the surviving entity or any parent thereof ) a majority of the combinedvoting power of the voting securities of such Person or such surviving entity or anyparent thereof outstanding immediately after such merger or consolidation, or ( B ) amerger or consolidation effected to implement a recapitalization of such Person ( orsimilar transaction ) in which no Person becomes the beneficial owner, directly orindirectly, of a majority of the total voting power of all shares of1capital stock of such Person, or ( iii ) such Person transfers all or substantially all ofits assets to any Person other than a wholly owned affiliate of such Person