definiens: Characterization and Release AssaysClarified MilkClarification TechnologyClinical Grade rhAFP " 4 . Shall mean ( i ) the acquisition of ownership, directly or indirectly, beneficially or of record, by any person or group ( within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof ), of shares representing more than 50 % ofthe aggregate ordinary voting power represented by theissued and outstanding capital stock of GTC, ( ii ) a merger or similar combination after which 50 % or more of the voting stock of the surviving corporation is held by persons who were not stockholders of GTC immediately prior to such merger or combination ( iii ) occupation of a majority ofthe seats on the Board of Directors of GTC by persons who were neither ( A ) nominated by the independent Directors of GTC or a committee thereof ( as determined pursuant to the rules ofthe securities exchange on which GTC 's shares, as then in effect ) are listed nor ( B ) appointed by directors so nominated, or ( iii ) the acquisition of the power to directly or indirectly direct or cause the . direction of the management or policies of GTC, whether through the · ability to exercise voting power, by contract or otherwise