definiens: shall mean : ( 1 ) the eonsullunation of the acquisition by < In individual, entity or group ( within the mcaning of Section U ( d)(3 ) Of 14(d)(2 ) of the Securities Exchange Acl or 1934, a~ amended ( thc » ( a ) or benefidal own ~ rship of any capital stock of the Company if, ufter such aC < luisilion, such Person beneficial ! y owns ( within the meaning of Rule lJd - J promulgat ed under the Exchangc ACI ) 50 % or more of either ( x ) the then - outstanding _ ~harc~ of common stOCK of the Company ( the ) or ( y ) lhe combincd voting power of the lhen - outSlanding securilies of the Company entitled to vote generally in the election or dire<:tors ( the ) ; provided, howev ~ r, lhal [ or purpo ~ es 01 ' this subse<:tion ( i ), the rvllowing acquisitions shall nOI cOll ~ lilule a Change in Control Event : ( A ) any aC(juisilion directly [ rom the Compllny ( excluding ~n acquisition pursl.lant to the exercise, conversion vr exch, mge of any security el > erc.isable [ OT, convertihle into or exchangeable for common slock or voting s.ecl.ll;lie~ of ! he C<.ll)1p ~ uy, ullle ~ s the P ~ rson e.>;ercising, < : onverling or exchanging sllch security ocquired, uch ~ecurity dir ~ clly from the Company or an underwriter or < lgenl ortbe Company ), ( B ) any acqui, ilioll by ~ny employee benefit plan ( or related In)';t ) spon ~ ored or maintained by lhe Company vr any cmpmation controlled by the Company, or ( C ), my a<.:qui ~ ition by any < : Olporalion pur, uant to a Busin ~ ss Combinalion ( ~s defined below ) which eomplie, with clauses ( xj and ( y ) of sl.lbsectivl1 ( iii ) or lhi~ del1nitioo ; or ( 2 ) such lime as the Conl.inlling Directors ( a.s derinW below ) do no [ constitute a majority of the Board ( or, if appiic < lblContinuing Director " illCans at any date a member of the Board ( x ) who was a mcmber of the Board on the date of the initial adoption of this Plan by thc Board or ( y ) who was nominated or elected sub!\equent to ~uch date by allea.~t a majority of the diroc : tors whv were Continuing Dire<:tors allhe time of such nomination or election or whose election to the Bo ~ rd was recommcnded or endorr.cd by at 1ca ~ t a majority of the directors who were Continuing Directors at the time of ' slleh nomination or election ; provided, huwever, that there shall be exdud . "d from this clause ( y ) any individual who<;c initial assumption of office occurred a~ a rc.~ult oj ' an actual or thre.1tcllcd clection contcst with respect to the ele<:tivll or removal of directors or other actual or 3_3 threatened solicitation of proxies or consent : ;, by or on behalr of a person othcr than the Board ; or ( 3 ) tbe cOIl > urnmation of a merger, consolidation, reorganizalion, recapitalization or, tatutory share exchange involving the Company or a sale or other disposition of all or sub, taillially ull of the asset~ of the C .. ompany ( a ), unless, immediately following such Busine,;.~ Combination, each or - the following two condition > is satisfied : (,, ) all or ~ubstanliul1 y all of the individuals and cntities who were the beneficial owners of tbe Outstanding Company Common Stock and Outstanding Company Voting Socurities immediately prior to sneh Business Combination beneficially own, directly or indirectly, more than 50 % of thc then­outstanding ~hare, ; 01 · common stock and the combined voting power of the then - outstanding ~ecurilies cntitled to voto generally in the eleclion of director > ;, respectively, of the resulting or a ~ quiring corporation in 8,sines~ Combination ( which ~hall include, without limitation, a C<'l1 : poralion which w ; a result of ~uch transuction own, the Company or, ubstanlially all or lhe CompallY ' s a ~ sets either directly or thro, iring corporalion is referred to herein a, the ) in sub.~!anlially [ he ~ame proportions a~ lheir ownership of lhe OUlslanding Company Common SI'Je, ch Busine ~ s Combination and ( y ) no Person ( excluding the Acquiring Corporation or any employee benerit plan ( or relaled lru, t ) maintained or, ponsored by lhe Company or by [ h " Acquiring Corporation ) beneficially owns, direclly or indireclly, 50 % or more oj ' the then - outstanding shares of comm < Jll sloe lhen - outstanding securities of, ueh corporation entitled 10 votJ : generally in the el~<:tion of direclors ( except [ 0 the e"lent that snch ownership existed prior 10 the Business Combination )