definiens: means, with respect to either Party, any of the following events : ( i ) the acquisition by any Person or Group, other than a Person or Group controlling such Party as of the Effective Date, of ( as defined in Rule l3d-3 under the United States Securities Exchange Act of 1934, as amended ), directly or indirectly, odfifty percent ( 50%~or more ofthe shares of such Party 's capital stock the holders ~ which have gen ~ al voting power under ordinary circumstances to elect at least a majority of such Party 's Board of Directors or equivalent body ( the ) ( the ) ; ( ii ) the first day of which less than two - thirds ofthe total membership of such Party 's Board of Directors shall be Continuing Directors ( as such term is defined below ) ; ( iii ) the approval by the shareholders of such Party of a merger, share exchange, reorganization, consolidation or similar transaction of such Party ( a ), other than a Transaction which would result in the Voting Stock of such Party outstanding immediately prior thereto continuing to represent ( either by remaining outstanding o ~ by being converted into voting securities of the surviving entity ) more th ~ fty percent ( 50%)hfthe Voting Stock of such Party or such surviving entity immediately after sucitTransaction ; or ( iv ) approval by the shareholders of such Party of a complete liquidation of such Party or a sale or disposition of all or substantially all ofthe assets of such Party . For purposes of this definition, means individuals serving as of the date hereof on such Party 's Board of Directors and any individuals elected after the date hereof whose election or nomination was approved by at least a majority of the Continuing Directors serving at the time