definiens: shall mean : [ ( a ) The acquisition by any Third Party of beneficial ownership ( within the meaning of Rule 13d-3 promulgated under the Securities Act of 1934, as amended ) of securities of COR, where such acquisition causes such Third Party to own fifty - one percent ( 51 % ) or more of either ( i ) the then outstanding shares of common stock of COR ( the ) or ( ii ) the combined voting power of the then outstanding voting securities of COR entitled to vote generally in the election of COR 's directors ( the ) ; provided, however, that for purposes of this subsection ( a ) the following acquisitions shall not constitute a Change of Control : ( I ) any acquisition directly from COR ; ( II ) any acquisition by COR ; ( III ) any acquisition by any employee benefit plan ( or related trust ) sponsored or maintained by COR or any corporation controlled by COR ; or ( IV ) any acquisition by any corporation pursuant to a transaction which complies with clauses ( i ), ( ii ), and ( iii ) of subsection ( c ) below ; and, provided, further, that if any Third Party 's beneficial ownership of the Outstanding COR Voting Securities reaches or exceeds fifty - one percent ( 51 % ) as a result of a transaction described in clauses ( i ) or ( ii ) above, and such Third Party subsequently acquires beneficial ownership of additional voting securities of COR, such subsequent acquisition shall be treated as an acquisition that causes such Third Party to own fifty - one percent ( 51 % ) or more of the Outstanding COR Voting Securities ; or ] [ ( b ) individuals, who, as of the date hereof, constitute the board of directors of COR ( the ) cease for any reason to constitute at least a majority of COR board of directors ( the ), provided, however, that any individual becoming a director subsequent to the Amendment Effective Date whose election, or nomination for election by COR shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent COR Board shall be considered as though such individual were a member of the Incumbent COR Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Third Party other than the COR Board ; or ] [ ( c ) approval by the shareholders of COR of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of COR 's assets ( a ), in each case, unless, following such Business Combination, ( i ) all or substantially all of the individuals and entities who were beneficial owners, respectively, of the Outstanding COR Common Stock and the Outstanding COR Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent ( 50 % ) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to 369196 vllPA 7WVGOILDOC 03249911248 1