definiens: means, with respect to a first Person, a single t ransaction or series of related transactions pursuant to which another Person or group of Person s who did not Control such first Person before the transaction(s ) do Control such first Person after t he transaction(s ) . A Change of Control will be pres umed to occur to a first Person upon the occurrence of any of the following : ( i ) any other Person becomes the beneficial owner, directly or indirectly, of more than fifty p ercent ( 50 % ) of the voting securities of the first Person ; ( ii ) the sale or other disposition of all or substantially a ll of the assets of the first Person ; ( iii ) a conso lidation or merger of the first Person with any other Person, other th an a merger or consolidation which would result in the voting securities of the first Person outstanding immediat ely prior thereto continuing to represent at least 50 % of the total voting power represented by the voting securi ties of the Person or any of its parent entities ou tstanding immediately after such merger or consolidation