definiens: ) .(b ) As used in this Agreement, means any of ( i ) a transaction, includingany tender offer, exchange offer or share exchange, pursuant to which any third person or group ( other than Parent orany of its Affiliates or any group of which Parent or its Affiliates is a member ), or the stockholders of such thirdperson, directly or indirectly, acquires or would acquire beneficial ownership ( as defined in Rule 13d-3 under theExchange Act ) of 15 % or more of the outstanding shares of common stock of the Company or of the outstandingvoting power of the Company ( or options, rights or warrants to purchase, or securities convertible into or exchangeablefor, such common stock or other securities representing such voting power ), whether from the Company or pursuantto a tender offer or exchange offer or otherwise, ( ii ) a merger, share exchange, consolidation or business combinationpursuant to which any third person or group of persons ( other than Parent or any of its Affiliates or any group of whichParent or its Affiliates is a member ), or the stockholders of such third person or persons, beneficially owns or wouldbeneficially own 15 % or more of the outstanding shares of common stock or the outstanding voting power of theCompany, or, if applicable, any surviving entity or the parent entity resulting from any such transaction, immediatelyupon consummation thereof, ( iii ) a recapitalization of the Company or any of its Subsidiaries or any transaction similarto a transaction referred to in clause ( ii ) above involving the Company or any of its Subsidiaries pursuant to which anythird person or group of persons ( other than Parent or any of its Affiliates or any group of which Parent or its Affiliatesis a member ), or its stockholders, beneficially owns or would beneficially own 15 % or more of the outstanding sharesof common stock or the outstanding voting power of the Company or such Subsidiary or, if applicable, the parententity resulting from any such transaction immediately upon consummation thereof or ( iv ) any transaction pursuant towhich any third person or group of persons ( other than Parent or any of its Affiliates ) directly or indirectly ( including byway of merger, consolidation, share exchange, other business combination, partnership, joint venture or otherwise)acquires or would acquire control of assets ( including for this purpose the equity securities of, or other ownershipinterest in, Subsidiaries of the Company and securities of the entity surviving any merger or business combinationinvolving any of the Subsidiaries of the Company ) of the Company or any of its Subsidiaries representing 15 % ormore of the fair market value of all the assets of the Company and its Subsidiaries, taken as a whole, immediatelyprior to such transaction . Wherever the term is used in this Agreement, it is used as defined in Rule 13d-3under the Exchange Act