definiens: shall mean the occurrence, in a single transactio n or in a series of related transactions, of any one or more of the following e vents : ( a ) there is consummated a sale of all or su bstantially all of the assets of the Company and its subsidiari es in one or a series of integrated transactions no t in the ordinary course of business to a Third Party ; ( b ) a ny Person or group of Persons within the meaning of Section 13(d)(3 ) of the Exchange Act becomes the be neficial owner, directly or indirectly, of 50 % or m ore of the then outstanding Common Stock of the Company ; or ( c ) there is consummated a merger, consolidation or s imilar transaction involving ( directly or indirectly ) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the s tockholders of the Company immediately prior theret o do not own, directly or indirectly, either ( A ) outstanding voting securities representing more than 50 % of th e combined outstanding voting power of the 17 surviving entity in such merger, consolidation or s imilar transaction or ( B ) more than 50 % of the comb ined outstanding voting power of the parent of the survi ving entity in such merger, consolidation or simila r transaction, in each case in substantially the same proportions as their ownership of the outstanding Common Stock of the Company immediately prior to such tran saction ; or ( d ) individuals who, on the date of thi s Agreement, are members of the board of directors of the Company ( the ) cease for any reason to constitute at least a majority of the mem bers of the board of directors ; provided, however, that if the appointment or election ( or nomination for election ) of any new member of the board of directors was a pproved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Agreement, be co nsidered as a member of the Incumbent Board