definiens: shall mean the occurrence of any of the following : ( A ) any ( as the term is used for purposes of Section 13(d ) or 1 4(d ) of the Securities Exchange Act of 1934, as amended ( the ) ), other than a Permitt ed Holder, acquiring or becoming the beneficial owner ( within the meaning of Rule 13d-3 promulgated under the Exchange Act ) of capital stock or other voting securities representing more than fift y percent ( 50 % ) of the voting power of the aggregat e then outstanding capital stock ( including other vot ing securities ) of Prometheus ; ( B ) Prometheus ( i ) consummating a merger, consolidation, reorganiz ation or other similar transaction with another Person or Persons ( other than a Permitted Holder ) w here the capital stock and other voting securities of Prometheus outstanding immediately preceding such t ransaction ( or the capital stock and other voting securities issued with respect to the capital stock and other voting securities of Prometheus outstand ing immediately preceding such transaction ) represent l ess than fifty percent ( 50 % ) of the voting power of Prometheus or surviving entity, as the case may be, following such transaction, or ( ii ) liquidates, dissolves or winds - up ; or ( C ) at any time following the initial public offering of voting securities b y Prometheus ( but not, for these purposes, including such initial public offering ), any ( as the term is used for the purposes of Sections 13(d ) or 14(d ) of the Exchange Act ), other than a Permitted Holder, acquires nineteen and nine - tenths percent ( 19.9 % ) or more of the voting power of the then outstanding capital stock and other voting sec urities of Prometheus