definiens: means any of the following transactions that occu r prior to the Expiration Date : ( i ) any or within the meaning of Section 13(d ) of the Exchange Act, other than the Company, its direct or indirect wholly - owned su bsidiaries and the Company ’s or such subsidiaries ’ employee benefit plans, files a Schedule TO or any schedule, form or report under the Exchange Act that disclos es that such person or group has become the direct or indirect “ beneficial - 6 - [ † ] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION owner, ” as defined in Rule 13d-3 under the Exchange Act, of the Company ’s common equity representing m ore than 50 % of the voting power of the Company ’s commo n equity ( or the Company becomes aware that such a filing is required but has not been made ) ; or ( ii ) the con summation of ( A ) any recapitalization, reclassifica tion or change in Common Stock ( other than changes resulting from a subdivision or combination ) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or ass ets other than any transaction covered by clause ( B ) below ; ( B ) any share exchange, consolidation or merger of t he Company pursuant to which the Common Stock will be converted into or exchanged for cash, securities or other property or assets ; ( C ) any sale, lease or other tr ansfer in one transaction or a series of transactio ns of all or substantially all of the consolidated assets of the Company and its subsidiaries, taken as a whole, to any Person other than one of the Company ’s direct or indirect wholly - owned subsidiaries ; provided however, that a transaction described in clause ( B ) in which the holders of all classes of the Company ’s common equity immediately prior to such transaction own, directly or indirectly, more than 50 % of all classes of common equity of the con tinuing or surviving corporation or transferee or the Parent E ntity thereof immediately after such transaction in substantially the same proportions as such ownership immediately prior to such transaction shall not be a fundamenta l change pursuant to this clause ( ii )