definiens: shall mean, with respect to the Company, any of the following events : ( i ) anyPerson is or becomes the beneficial owner ( except that a Person shall be deemed to have beneficial ownership of allshares that any such Person has the right 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 voting power represented by all Shares ofThen Outstanding Common Stock ; ( ii ) the Company consolidates with or merges into another corporation or entity, orany corporation or entity consolidates with or merges into the Company, other than ( A ) a merger or consolidationwhich would result in the voting securities of the Company outstanding immediately prior to such merger orconsolidation continuing to represent ( either by remaining outstanding or by being converted into voting securities ofthe surviving entity or any parent thereof ) a majority of the combined voting power of the voting securities of theCompany or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation,(B ) a merger or consolidation which would result in a majority of the board of directors of the combined entity beingcomprised of members of the board of directors of the pre - transaction Company and the chief executive officer of thecombined entity being the chief executive officer of the pre - transaction Company, in each case immediately followingthe consummation of such merger or consolidation, or ( C ) a merger or consolidation effected to implement arecapitalization of the Company ( or similar transaction ) in which no Person becomes the beneficial owner, directly orindirectly, of a majority of the total voting power of all Shares of Then Outstanding Common Stock or ( iii ) theCompany conveys, transfers or leases all or substantially all of its assets to any Person other than a wholly ownedAffiliate of the Company