definiens: shall mean with respect to the Shareholder Parent, any of the following:(i ) the Shareholder Parent enters into definitive documentation providing for or contemplating any transaction or series ofrelated transactions that would, if consummated, constitute a Change of Control with respect to the Shareholder Parent ; ( ii ) theboard of directors of the Shareholder Parent approves, accepts or recommends to the shareholders of the Shareholder Parent, or the shareholders of the Shareholder Parent approve, ( A ) any recapitalization, reclassification, consolidation, merger, shareexchange,-6- scheme of arrangement or other business combination transaction, ( B ) any sale, lease, transfer, conveyance or otherdisposition ( including by way of liquidation or dissolution of the Shareholder Parent or one or more of its Subsidiaries ) of allor substantially all of the assets of the Shareholder Parent and its Subsidiaries ( taken as a whole ) or ( C ) any other similartransaction, in any case that would, if consummated, constitute a Change of Control with respect to the Shareholder Parent ; or(iii ) a tender, takeover, exchange or other similar offer that would, if consummated, constitute a Change of Control withrespect to the Shareholder Parent is commenced or the subject of an announcement of a firm intention to be made orcommenced by any Person or Group and the board of directors of the Shareholder Parent either ( A ) publicly recommends thatshareholders of the Shareholder Parent tender their shares to the Person or Group making such offer or ( B ) fails to recommendthat the shareholders of the Shareholder Parent reject such offer, in either case within ten ( 10 ) Business Days after the date ofcommencement or posting of the offer document in respect of such offer