definiens: means with respect to an entity that:(a ) any or as such terms are used in Sections 13(d ) and 14(d)(2 ) ofthe Securities Exchange Act of 1934, as amended ( the ), becomes a beneficial owner, as suchterm is used in Rule 13d-3 promulgated under the Act, of securities of such entity representing morethan 50 % of the combined voting power of the outstanding securities of such entity having the right tovote in the election of directors ; or(b ) all or substantially all the business or assets of such entity are sold or disposed of, or such entity merges with and into another entity pursuant to a merger, consolidation, or other similartransaction, other than ( i ) a transaction solely for the purpose of reincorporating the entity or one of itssubsidiaries in a different jurisdiction or recapitalizing or reclassifying such entity ’s stock ; or ( ii ) a mergeror consolidation in which the shareholders of such entity immediately prior to such merger orconsolidation continue to own at least a majority of the outstanding voting securities of such entity or thesurviving entity immediately after the merger or consolidation