definiens: means that ( A ) the Company shall, directly or indirectly, in one or more relatedtransactions, ( i ) consolidate or merge with or into ( whether or not the Company is the surviving corporation)another Person, or ( ii ) sell, assign, transfer, convey or otherwise dispose of all or substantially all of theproperties or assets of the Company to another Person, or ( iii ) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50 % of the outstanding shares ofCommon Stock ( not including any shares of Common Stock held by the Person or Persons making or partyto, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer),or ( iv ) consummate a stock purchase agreement or other business combination ( including, without limitation, areorganization, recapitalization, spin - off or scheme of arrangement ) with another Person whereby such otherPerson acquires more than 50 % of the outstanding shares of Common Stock ( not including any shares ofCommon Stock held by the other Person or other Persons making or party to, or associated or affiliated withthe other Persons making or party to, such stock purchase agreement or other business combination ), or(v ) reorganize, recapitalize or reclassify the Common Stock, or ( B ) any or ( as these terms areused for purposes of Sections 13(d ) and 14(d ) of the Exchange Act ) is or shall become the ( within the meaning of Rule 13d-3 under the Exchange Act ), directly or indirectly, of 50 % of the aggregateordinary voting power represented by issued and outstanding Common Stock