definiens: . Change of Control means with respect to a Party, ( i ) the acquisition of more than fifty percent ( 50 % ) of either ( A ) the then outstanding shares of common stock or ( B ) the combined voting power of the then outstanding voting securities of such Party entitled to vote generally in the election of directors ; ( ii ) the individuals who, as of the Effective Date, constituted the board of directors of such Party ( the ) cease for any reason to constitute at least a majority of the Board ; provided, that any indi vidual who becomes a member of such board of directors subsequent to the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors shall be treated as an Incumbent Director unless he or she assumed office as a result of an actual or threatened election contest with respect to the election or removal of directors ; ( iii ) the consummation of a consolidation, merger or similar transaction or series of related transactions which results in the voting securities of such party outstanding immediately prior thereto ceasing to represent at least fifty percent ( 50 % ) of the combined voting power of the surviving entity immediately after such merger or consolidation ; ( iv ) the stockholders of such Party approve the complete liquidation or dissolution of such Party ; or ( v ) the consummation of a sale or transfer of all or substantially all of such Party 's assets