definiens: shall mean, with respect to a Person, any of the following events : ( i ) any Person is orbecomes the beneficial owner ( as such term is defined in Rule 13d-3 under the Exchange Act, except that a Personshall be deemed to have beneficial ownership of all shares that any such Person has the right to acquire, whethersuch right which may be exercised immediately or only after the passage of time ), directly or indirectly, of a majorityof the total voting power represented by all shares of such Person ’s outstanding capital stock ; ( ii ) such Personconsolidates with or merges into another corporation or entity, or any corporation or entity consolidates with or mergesinto such Person, other than ( A ) a merger or consolidation which would result in the voting securities of such Personoutstanding immediately prior to such merger or consolidation continuing to represent ( either by remaining outstandingor by being converted into voting securities of the surviving entity or any parent thereof ) a majority of the combinedvoting power of the voting securities of such Person or such surviving entity or any parent thereof outstandingimmediately after such merger or consolidation, or ( B ) a merger or consolidation effected to implement arecapitalization of such Person ( or similar transaction ) in which no Person becomes the beneficial owner, directly orindirectly, of a majority of the total voting power of all shares of capital stock of such Person, or ( iii ) such Personconveys, transfers or leases all or substantially all of its assets, to any Person other than a wholly owned Affiliate ofsuch Person