definiens: shall mean any of the following not involving a violation of Section 1 : ( i ) the public announcement ofa proposal to acquire, or the acquisition, by any person or 13D Group of beneﬁcial ownership of voting securities of the Company representing 15 % ormore of the then outstanding voting securities of the Company, or all or substantially all of the assets of the Company ; ( ii ) the commencement, by anyperson or 13D Group of a tender or exchange oﬀer, to acquire voting securities of the Company which, if successful, would result in such person or 13DGroup owning, when combined with any other voting securities of the Company owned by such person or 13D Group, 15 % or more of the thenoutstanding voting securities of the Company ; or ( iii ) the entry into by the Company, or the public announcement by the Company of a determination toenter into or commence or continue any discussions relating to, any merger, sale or other business combination transaction, or an agreement therefor, pursuant to which the outstanding shares of capital stock of the Company would be converted into cash, other consideration or securities of anotherperson or 13D Group or 50 % or more of the then outstanding shares of capital stock of the Company would be owned by persons other than the thencurrent holders of shares of capital stock of the Company, or which would result in all or a substantial portion of the Company ’s assets being sold to anyperson or 13D Group