definiens: means, at any time on or after the date of execution ofthis Agreement, with respect to either M or S - P : ( a ) the acquisition by ~y individual, entity or group ( within the meaning of Section 13(d)(3 ) or 14(d)(2 ) ofthe Securities Exchange Act of 1934, as amended ( the » ( a ) of beneficial ownership ( within the meaning of Rule 13d-3 promulgated under the Exchange Act ) of 50 % or more of either ( i ) the then outstanding shares of common stock of such company ( the ) or Oi ) the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors ( the ) ; provided, however, that for purposes of this subsection ( a ), the following acquisitions of securities of such company shall not constitute a Change of Control of such company : ( i ) any acquisition by such company . ( ii ) any acquisition by any employee benefit plan ( or related trust ) sponsored or maintained by such company or any corporation controlled by such company or ( iii ) any acquisition by any corporation pursuant to a transaction which complies with clauses ( i ), ( ii ) and ( iii ) of subsection ( c ) of this definition ; or ( b ) individuals who, as of the date hereof, constitute the Board of Direc, tors of such company ( the ) cease for any reason to constitute at least 40 % of the Board of Directors of such company ; provided, however, that any individual becoming a director subsequent to the date hereofwhose election, or nomination for election by such company 's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or -3 - 345445 threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Specified . Person other than the Board of Directors of such company ; or ( c ) consummation of a merger, consolidation, or other similar extraordinary transaction, or sale or other disposition of all or substantially all of the assets ( a ) of such company, in each case, unless, following such Business Combination, ( i ) the individuals and entities who were the beneficial owners