definiens: means, with respect to a Person, that : ( a ) any Person or group ( as deﬁned inSection 13(g ) of the Securities and Exchange Act of 1934, as amended ) acquires ( in one or more transactions ) directly orindirectly the beneﬁcial ownership of any voting security of the subject Person, or if the percentage ownership of such acquiringPerson or group in the voting securities of the subject Person is increased or decreased ( in one or more transactions ) throughstock redemption, cancellation, or other recapitalization, and immediately after such acquisition or increase or decrease suchacquiring Person or group is, directly or indirectly, the beneﬁcial owner of voting securities representing ﬁfty percent ( 50 % ) ormore of the total voting power of all of the then outstanding voting securities of the subject Person ; ( b ) a merger, consolidation, recapitalization, or reorganization or other transaction(s ) involving the subject Person is consummated that would result in ( i)shareholders or equity holders of the subject Person immediately prior to such transaction(s ), owning less than ﬁfty percent(50 % ) of the outstanding voting securities of the surviving entity ( or its parent entity ) immediately following such transaction, ( ii)any Person or group holding, directly or indirectly, the beneﬁcial ownership of voting securities representing ﬁfty percent ( 50%)or more of the total voting power of all of the then outstanding voting securities of the subject Person or ( iii ) the members of theboard of directors or similar governing body of the subject Person immediately prior to such transaction(s ) constituting less thana majority of the members of the board of directors or similar governing body of the surviving entity immediately following suchtransaction(s ) ; or ( c ) there is a sale, transfer or other disposition to a Third Party of all or substantially all of the subject Person’sconsolidated assets taken as a whole, through one or more transactions