definiens: means, with respect to any Person other than an individual, occurrence of any of the following:13.17.1a Person who is not a shareholder of that Person on the date of this Agreement ( or agroup of such Persons acting in concert ) acquires, during a period of 12 consecutiveentire months, shares of that Person representing a majority of the voting power of allshares of that Person having the right to vote for the election of directors;***Confidential Treatment Requested37 EXECUTION COPY 13.17.2a merger or consolidation of that Person with any other Person, other than the following:(a ) a merger or consolidation that would result in the voting securities of that Personoutstanding immediately before that merger or consolidation continuing to represent(either by remaining outstanding or by being converted into voting securities of thesurviving entity ) more than half of the combined voting power of the voting securities ofthat Person or the surviving entity, as applicable, outstanding immediately after thatmerger or consolidation ; ( b ) a merger or consolidation effected to implement arecapitalization ( other than a redomiciliation of that Person ) ; or ( c ) sale or otherdisposition by that Person of all or substantially all of that Person ’s assets or anytransaction having a similar effect