definiens: will mean with respect to either Party : .(i ) the acquisition by a Third Party of twenty percent ( 20 % ) or more of the combined voting power of the then outstanding voting securities of the Party entitled to vote generally in the election of directors ( the ) ; provided . however, that the acquisition by a Third Party that isa Passive Investor of twenty percent ( 20 % ) or more of the Combined Voting Power will not be deemed a Change of Control for purposes of this Agr ~ ement unless 74 Confidential Treatment Requested by [COMPANY] Corporation and until such Third Party ceases to be a Passive Investor ; ( ii ) over any twenty­four ( 24 ) month period, individuals who constitute the board of directors of the Party as of the beginning of the period ( the ) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director during such period whose election or nomination for election by the Party 's stockholders was approved in advance by a vote of at least a majority of the Incumbent Board ( either by a specific vote or by approval of the proxy statement of the Party in which such person is named as a nominee for director without objection to such nomination ) will be, for purposes of this Section 17.9(b)(ii ), considered as though such person were a member of the Incumbent Board ; ( iii ) the sale or transfer of a substantial portion of the assets of the Party that are related to that Party 's performance pursuant to this Agreement, directly or indirectly through the sale or transfer of ownership interests in the assets or the entitY owning such assets, other than to a Permitted Affiliate of that Party ( where for these purposes a of the assets related to performance pursuant to this Agreement will mean assets material to a Party 's performance · pursuant to this Agreement ) ; or ( iv ) a merger or combination with a Third Party resulting in a Party 's stockholders ceasing to own at least sixty percent ( 60 % ) of the equity voting power of the merged or combined enterprise