definiens: shall mean the occurrence of any of thefollowing events : ( i)during any consecutive 12 - month period, individuals who, at the beginning of suchperiod, constitute the board of directors of the Company ( the ) cease for any reason to constitute at least a majority of such Board, provided that anyperson becoming a director after the beginning of such 12 - month period and whoseelection or nomination for election was approved by a vote of at least a majority of theIncumbent Directors then on the Board shall be an Incumbent Director ; provided, however, that no individual initially elected or nominated as a director of the Company asa result of an actual or threatened election contest with respect to the election or removalof directors ( ) or other actual or threatened solicitation of proxies orconsents by or on behalf of any ( as such term is defined in Section 3(a)(9 ) ofthe Securities Exchange Act of 1934 ( the ) and as used in Section 13(d)(3)and 14(d)(2 ) of the 1934 Act ) other than the Board ( ), including by reasonof any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director ; ( ii)any person becomes a ( as defined in Rule 13d-3 under the 1934 Act),directly or indirectly, of either ( A ) 35 % or more of the then - outstanding shares of commonstock of the Company ( ) or ( B ) securities of the Companyrepresenting 35 % or more of the combined voting power of the Company ’s then - outstanding securities eligible to vote for the election of directors ( the ) ; provided, however, that for purposes of this subsection ( ii ), the followingacquisitions of Company Common Stock or Company Voting Securities shall notconstitute a Change of Control : ( i ) an acquisition directly from the Company, ( ii ) anacquisition by the Company or any corporation, limited liability company, partnership orother entity of which a majority of the outstanding voting stock or voting power isbeneficially owned directly or indirectly by the Company ( a ), ( iii ) anacquisition by any employee benefit plan ( or related trust ) sponsored or maintained bythe Company or any Subsidiary, or ( iv ) an acquisition pursuant to a Non - QualifyingTransaction ( as defined in subsection ( iii ) below ) ; 2 ( iii)the consummation of a reorganization, merger, consolidation, statutory share exchangeor similar form of corporate transaction involving the Company or a subsidiary ( a ), or the sale or other disposition of all or substantially all of theCompany ’s assets ( a ) or the acquisition of assets or stock of another corporationor other entity ( an ), unless immediately following such Reorganization, Sale or Acquisition : ( A ) all or substantially all of the individuals and entities who were thebeneficial owners, respectively, of the outstanding Company Common Stock andoutstanding Company Voting Securities immediately prior to such Reorganization, Saleor Acquisition beneficially own, directly or indirectly, more than 35 % of, respectively, thethen outstanding shares of common stock and the combined voting power of the thenoutstanding voting securities entitled to vote generally in the election of directors, as thecase may be, of the entity resulting from such Reorganization, Sale or Acquisition(including, without limitation, an entity which as a result of such transaction owns theCompany or all or substantially all of the Company ’s assets or stock either directly orthrough one or more subsidiaries, the ) in substantially the sameproportions as their ownership, immediately prior to such Reorganization, Sale orAcquisition, of the outstanding Company Common Stock and the outstanding CompanyVoting Securities, as the case may be, and ( B ) no person ( other than ( x ) the Company orany Subsidiary, ( y ) the Surviving Entity or its ultimate parent entity, or ( z ) any employeebenefit plan ( or related trust ) sponsored or maintained by any of the foregoing ) is thebeneficial owner, directly or indirectly, of 35 % or more of the total common stock or 35%or more of the total voting power of the outstanding voting securities eligible to electdirectors of the Surviving Entity, and ( C ) at least a majority of the members of the boardof directors of the Surviving Entity were Incumbent Directors at the time of the Board’sapproval of the execution of the initial agreement providing for such Reorganization, Saleor Acquisition ( any Reorganization, Sale or Acquisition which satisfies all of the criteriaspecified in ( A ), ( B ) and ( C ) above shall be deemed to be a ) ; or ( iv)approval by the stockholders of the Company of a complete liquidation or dissolution ofthe Company