definiens: means . with r,;.tU?ect to the CompanYi ( x ) a B!udness Combination . unless . following such Business .ammiJlatiollh.aILoI suR.stantially all of the imHYiduals aud entities who were the beneficial owners . respectively . of the w!standjng voting securities orJbe C.Rmpany immediately prior to slH'b Business ComhiniJtion beneficially own . directly QrJndirectly . more than 50 % QL.the tben outstanding voting securities entitled to vote geJ1erally in tbe e)edjon of directors of the corporation reSUlting from such Business Combination ' including . without limitation . a corporation that a§. a result of such transactio"- .. Qwns the Compagy Or all or substantially all oL . .the .. Company 's assets fitht;L .. djrectiv or through one or more subsidiaries ) in suhstantially the .§ame proportions as their owne.rship, jmmediately nrior.to such Bush1ess Combinadon . Qfthe outstanding voting securities uftbe Comnagy . or fy > the acquisition . direr.ly or indirectly . bv any person nt.gronp of heneficial ownershiR.of at least 151 % QfJbe Qut£tapding voting.s.eclJrities of the Company : and ( d I'Busjness Combination " mean~ .. !Hl acqui ~ Jtion . merger . reorganiz, ation . consolidation or other business comb.jnation involving the Company or any or its sllhsidiariJ;~J ~ r rna.trial assets . or a disposition Mall OJ ' substantially all of the assets of the ComD!lPY Of ' any of its subsidiarips