definiens: shall mean, with respect to a Person, any of the following events : ( i ) any Person is orbecomes the beneficial owner ( as such term is defined in Rule 13d-3 under the Exchange Act, except that aPerson shall be deemed to have beneficial ownership of all shares that any such Person has the right toacquire, whether such right which may be exercised immediately or only after the passage of time ), directly orindirectly, of a majority of the total voting power represented by all shares of such Person ’s outstandingcapital stock ; ( ii ) such Person consolidates with or merges into another corporation or entity, or anycorporation or entity consolidates with or merges into such Person, other than ( A ) a merger or consolidationwhich would result in the voting securities of such Person outstanding immediately prior to such merger orconsolidation continuing to represent ( either by remaining outstanding or by being converted into votingsecurities of the surviving entity or any parent thereof ) a majority of the combined voting power of the votingsecurities of such Person or such surviving entity or any parent thereof outstanding immediately after suchmerger or consolidation, or ( B ) a merger or consolidation effected to implement a recapitalization of suchPerson ( or similar transaction ) in which no Person becomes the beneficial owner, directly or indirectly, of amajority of the total voting power of all shares of capital stock of such Person, or ( iii ) such Person conveys, transfers or leases all or substantially all of its assets, to any Person other than a wholly owned Affiliate ofsuch Person