definiens: shall mean : ( i ) the acquisition by any Person or group ( within the meaning of Sections 13(d)(3 ) or 14(d)(2 ) of the Securities Exchange Act of 1934 ) ( other than any trustee or other fiduciary holding securities under an employee benefit plan of Company or any entity controlled by Company ) of beneficial ownership of any capital stock of Company, if after such acquisition, such Person or group would be the ( as defmed in Rule 13d-3 under the Securities Exchange Act of 1934 ), directly or indirectly, of securities of Company representing more than fifty percent ( 50 % ) of the combined voting power of Company then outstanding securities entitled to vote generally in the election of directors ; or ( ii ) Company 's shareholders approve a merger or consolidation of Company with any other Person, other than a merger or consolidation which would result in Company 's voting securities outstanding immediately prior thereto continuing to represent ( either by remaining outstanding or by being converted into voting securities of the surviving entity ) more than fifty percent ( 50 % ) of the combined voting power of Company 's voting securities or such surviving entity 's voting securities outstanding immediately after such merger or consolidation ; or ( iii ) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of Company ( together with any new directors ( other than a director designated by a Person who has . entered into an agreement with Company to effect a transaction described in clause ( i ) or ( ii ) of this defmition of ), whose election by such Board of Directors or nomination for election by Company 's shareholders, as applicable, was approved by a vote of a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved ) cease for any reason to constitute at least a majority of the Board of Directors of Company then in office ; or, ( iv ) Company merges or is consolidated with any other Person, other than a merger or consolidation which would result in Company 's voting securities outstanding immediately prior thereto continuing to represent ( either by remaining outstanding or by being converted into voting securities of the surviving entity ) more than fifty percent ( 50 % ) of the combined voting power of Company 's voting securities or such surviving entity 's voting securities outstanding immediately after such merger or consolidation