definiens: means ( i ) the sale or disposition of all or substantially all the assets ofthe Licensee or its direct or indirect parent corporation ; ( ii ) the reorganization, merger, consolidation, orsimilar transaction involving the Licensee or its direct or indirect parent corporation which results in thevoting securities of such entity outstanding immediately prior to that transaction ceasing to represent at least50 % of the combined voting power of the surviving entity immediately after such transaction ; ( iii ) theacquisition in one or more transactions by any, as that term is used in Sections 13(d ) and 14(d ) ofthe Securities Exchange Act of 1934, as amended ( the ), together with any of such person 's or, as such terms are used in the Exchange Act, of 40 % or more of the outstandingshares of the voting capital stock of the Licensee or its direct or indirect parent corporation ( excluding anyemployee benefit plan or related trust sponsored or maintained by that entity ) ; or ( iv ) any event or series ofevents in which the individuals who are the directors of the Licensee or its direct or indirect parentcorporation as of the effective date of this Agreement ( ) cease for any reason toconstitute at least fifty percent ( 50 % ) of the board of directors of that entity ; provided, however, that if anynew director is approved by a vote of at least fifty percent ( 50 % ) of the Incumbent Directors, such newdirector will be considered an Incumbent Director