definiens: shall mean ( i ) the dir ect or indirect, sale, leaseor other transfer of all or substantially all of th e assets of a Person in oneor more transactions to any other Person or group o f Persons acting in concertas a partnership or other group ( a ) other than an Affiliateof such Person, and ( ii ) a Person or Group of Perso ns shall, as a result of amerger or consolidation, tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, have b ecome the beneficial owner inone or more transactions, within the meaning of Rul e 13d-3 under the SecuritiesExchange Act of 1934, of securities of a Person or the entity surviving themerger or consolidation representing 50 % or more of the combined voting power ofthe then outstanding securities of the Person in qu estion ordinarily having theright to vote in the election of directors