definiens: shall mean:(a ) the acquisition by any Person or group ( within the meaning of Sections 13(d)(3 ) or 14(d)(2 ) of the SecuritiesExchange Act of 1934, as amended ) of beneficial ownership of any capital stock of the Company, if after such acquisition, such Person or group would be the ( as defined in Rule 13d-3 under the Securities Exchange Act of 1934,as amended ), directly or indirectly, of securities of the Company representing more than fifty percent ( 50 % ) of the combinedvoting power of the Company ’s then outstanding securities entitled to vote generally in the election of directors;(b ) a merger or consolidation of the Company, with any other Person, other than a merger or consolidation which wouldresult in the Company ’s voting securities outstanding immediately prior thereto continuing to represent ( either by remainingoutstanding or by being converted into voting securities of the surviving entity ) more than fifty percent ( 50 % ) of thecombined voting power of the Company ’s voting securities or such surviving entity ’s voting securities outstandingimmediately after such merger or consolidation;(c ) the bona fide sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of relatedtransactions, by the Company or any of its Subsidiaries of all or substantially all the assets of the Company and itsSubsidiaries, taken as a whole, or the sale or disposition ( whether by merger or otherwise ) of one or more Subsidiaries of theCompany if substantially all of the assets of the Company and its Subsidiaries, taken as a whole, are held by such Subsidiaryor Subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned ( direct orindirect ) Subsidiary of the Company