definiens: shallmean ( i ) any merger, reorganization, consolidation or combination in which aparty to this Agreement is not the surviving corporation ; or ( ii ) any ( within the meaning of Section 13(d ) and Section 14(d)(2 ) of the SecuritiesExchange Act of 1934 ), excluding a party 's Affiliates, is or becomes thebeneficial owner, directly or indirectly, of securities of the partyrepresenting more than fifty percent ( 50 % ) of either ( A ) the then - outstandingshares of common stock of the party or ( B ) the combined voting power of theparty 's then - outstanding voting securities ; or ( iii ) if individuals who as ofthe Effective Date constitute the Board of Directors of the party ( the ) cease for any reason to constitute at least a majority of theBoard of Directors of the party ; provided, however, that any individual becominga director subsequent to the Effective Date whose election, or nomination forelection by the party 's shareholders, was approved by a vote of at least amajority of the directors then comprising the Incumbent Board shall beconsidered as though such individual were a member of the Incumbent Board, butexcluding, for this purpose, any such individual whose initial assumption ofoffice occurs as a result of an actual or threatened election contest withrespect to the election or removal of directors or other actual or threatenedsolicitation of proxies or consents by or on behalf of a person other than theBoard ; or ( iv ) approval by the shareholders of a party of a complete liquidationor the complete dissolution of such party