definiens: shall mean, with respect to the Company, any of the following events : ( i ) any Person is or becomes the beneficial owner ( except that a Person shall be deemed to have benefi cial ownership of all shares that any such Person has th e right to acquire, whether such right which may be exercised immediately or only after the passage of time ), dir ectly or indirectly, of a majority of the total vot ing power represented by all Shares of Then Outstanding Commo n Stock ; ( ii ) the Company consolidates with or merg es into another 2 corporation or entity, or any corporation or entity consolidates with or merges into the Company, othe r than ( A ) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation c ontinuing to represent ( either by remaining outstan ding or by being converted into voting securities of the survi ving entity or any parent thereof ) a majority of th e combined voting power of the voting securities of the Compan y or such surviving entity or any parent thereof ou tstanding immediately after such merger or consolidation, or ( B ) a merger or consolidation effected to implement a recapitalization of the Company ( or similar transac tion ) in which no Person becomes the beneficial own er, directly or indirectly, of a majority of the total voting power of all Shares of Then Outstanding Comm on Stock or ( iii ) the Company conveys, transfers or leases a ll or substantially all of its assets to any Person other than a wholly owned Affiliate of the Company