definiens: means, with respect to a Party:(a)the acquisition by any individual, entity or group ( within the meaning ofSection 13(d)(3 ) or 14(d)(2 ) of the Securities Exchange Act of 1934, as amended ) who or which constitute(s ) aThird Party ( a ) of beneficial ownership ( within the meaning of Rule 13d‑3 promulgated underthe Securities Exchange Act of 1934, as amended ) of fifty percent ( 50 % ) or more of the combined voting power ofthe then outstanding voting securities of such Party entitled to vote generally in the election of directors of suchParty ( the ) ; provided, however, that for the purposes of this sub - section ( a ), thefollowing acquisitions of securities of such Party shall not constitute a Change of Control of such Party, notwithstanding that any such acquisition would constitute a Change of Control of such Party in the absence ofthis proviso : ( x ) any acquisition by any employee benefit plan ( or related trust ) sponsored or maintained by suchParty or any Affiliate of such Party or ( y ) any acquisition by a Specified Person pursuant to a transaction whichcomplies with subsection ( b ) of this definition;(b)the consummation of any acquisition, merger or consolidation of suchParty by any Third Party ( a ), unless immediately following such BusinessCombination Transaction, the Persons who were the beneficial owners of the Outstanding Voting Securitiesimmediately prior to such Business Combination * * * INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED . ALL SUCHOMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED