definiens: shall mean ( i ) the acquisition of beneficial ownership, directly or indirectly, by any Third Party ofsecurities or other voting interests of the Company representing a majority or more of the combined voting power of the Company ’s thenoutstanding securities or other voting interests ; ( ii ) any merger, consolidation or business combination involving the Company with aThird Party that results in the holders of beneficial ownership ( other than by virtue of obtaining irrevocable proxies ) of voting securities orother voting interests of the Company immediately prior to such merger, consolidation or other business combination ceasing to holdbeneficial ownership of more than fifty percent ( 50 % ) of the combined voting power of the surviving entity immediately after such merger, consolidation or business combination ; ( iii ) any sale, lease, exchange, contribution or other transfer to a Third Party ( in one transactionor a series of related transactions ) of all or substantially all of the Company ’s assets ; or ( iv ) individuals who, as of the date hereof, constitute the Board of Directors of the Company ( the ) cease for any reason to constitute at least a majority of theBoard of Directors of the Company ( provided, however, that any individual becoming a director subsequent to the date hereof whoseelection, or nomination for election by the Company ’s shareholders, was recommended or approved by a vote of at least a majority ofthe directors then comprising the Incumbent Board shall be considered as though such individual were a member of the IncumbentBoard, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatenedelection contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by oron behalf of any person other than the Board of Directors of the Company )