definiens: means a change in ownership or control of the Company through 1 any of the following transactions : ( i ) a merger, consolidation or other reorganization of the Company with anotherentity, unless securities representing more than fifty percent ( 50 % ) of the total combined voting power of the votingsecurities of the successor entity are immediately thereafter beneficially owned, directly or indirectly and insubstantially the same proportion, by the persons who beneficially owned the Company ’s outstanding voting securitiesimmediately prior to such transaction ; ( ii ) a sale, transfer or other disposition of all or substantially all of theCompany ’s assets ; or ( iii ) the acquisition, directly or indirectly by any person or related group of persons ( other thanthe Company or a person that directly or indirectly controls, is controlled by, or is under common control with, theCompany ), of beneficial ownership ( within the meaning of Rule 13d-3 of the Exchange Act ) of securities possessingmore than fifty percent ( 50 % ) of the total combined voting power of the Company ’s outstanding securities pursuant toa tender or exchange offer made directly to the Company ’s shareholders