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 be deemed to havebeneficial ownership of all shares that any such Person has the right to acquire, whether suchright which may be exercised immediately or only after the passage of time ), directly or indirectly, of a majority of the total voting power represented by all shares of such Person ’s outstandingcapital stock ; ( ii ) such Person consolidates with or merges into another corporation or entity, orany corporation or entity consolidates with or merges into such Person, other than ( A ) a merger orconsolidation which would result in the voting securities of such Person outstanding immediatelyprior to such merger or consolidation continuing to represent ( either by remaining outstanding orby being converted into voting securities of the surviving entity or any parent thereof ) a majority ofthe combined voting power of the voting securities of such Person or such surviving entity or anyparent thereof outstanding immediately after such merger or consolidation, or ( B ) a merger orconsolidation effected to implement a recapitalization of such Person ( or similar transaction ) inwhich no Person becomes the beneficial owner, directly or indirectly, of a majority of the totalvoting power of all shares of capital stock of such Person or ( iii ) such Person transfers all orsubstantially all of its assets to any Person other than a wholly owned Affiliate of such Person