definiens: means ( i ) the entry into a deﬁnitive agreement providing for, directly or indirectly, ( x ) any acquisition or purchase by anyperson or ( within the meaning of Section 13(d)(3 ) of the Exchange Act ), other than by the Key Persons or any of their respective Aﬃliates, ofsecurities representing or convertible into ﬁfty percent ( 50 % ) or more of the then outstanding voting securities of Parent or any of its Subsidiaries, ( y ) anymerger, consolidation, business combination or similar transaction involving Parent or any of its Subsidiaries pursuant to which the stockholders ofParent immediately preceding such transaction will hold less than ﬁfty percent ( 50 % ) of the outstanding voting securities of the surviving or resultingentity of such transaction ; or ( z ) any sale, lease, exchange, transfer, license or disposition of all or a majority of the consolidated assets of Parent and itsSubsidiaries ( any of the transactions described in the foregoing clauses ( x ), ( y ) or ( z ), an ) or ( ii ) commencement or otherpublic announcement by a person or ( within the meaning of Section 13(d)(3 ) of the Exchange Act ), other than the Key Persons or any of theirrespective Affiliates, of a tender offer or exchange offer which, if consummated, would constitute an Acquisition Transaction ( a )