definiens: means ( i ) a recapitalization transaction involving, in whole or in part, the Parent andits existing security holders or creditors, including under a chapter 11 plan ( ii ) any merger, consolidation, shareexchange, business combination or other similar transaction with any Sellers, ( iii ) any tender offer or exchange offerfor 50 % or more of the outstanding shares of the Parent ’s common stock or any class of the Parent ’s debt securitiesor the filing of a registration statement under the Securities Act of 1933, as amended, in connection therewith, or(iv ) the acquisition of beneficial ownership or a right to acquire beneficial ownership of, or the formation of any ( as defined under Section 13(d)(3 ) of the Securities Exchange Act of 1934, as amended ) which beneficially owns orhas the right to acquire beneficial ownership of 50 % or more of the then outstanding shares of the Parent ’s commonstock or any class of the Parent ’s debt securities