definiens: means ( i ) the acquisition, dire ctly or indirectly, by any person or group ( within the meaning of Section 13(d)(3 ) of the Securities Exchange Act of 1934, as amended ) that is not a subsidiary or Af filiate ( as defined below ) of [COMPANY] of the beneficial ownershi p of securities of [COMPANY] possessing more than fift y percent ( 50 % ) of the total combined voting power of all out standing securities of [COMPANY] ; ( ii ) a merger or con solidation in which neither [COMPANY] nor a subsidiary or Affilia te of [COMPANY] is the surviving entity ; ( iii ) a rever se merger in which [COMPANY] is the surviving entity but in which s ecurities possessing more than fifty percent ( 50 % ) of the total combined voting power of [COMPANY] ’s outstanding secur ities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such pe rsons are not a subsidiary or Affiliate of [COMPANY] ; or ( iv ) th e sale, transfer or other disposition of all or sub stantially all of the assets of [COMPANY] to a person or entity that is not a subsidiary or Affiliate of [COMPANY]