definiens: of AVEO shall mean:(i ) the acquisition by a Person of beneficial ownership of any capital stock of AVEO if, after such acquisition, such Person beneficially owns [ * * ] percent ( [ * * ] % ) or more of either ( x ) the then - outstanding shares of commonstock of AVEO or ( y ) the combined voting power of the then - outstanding securities of AVEO ; provided, however, that for purposes of this subsection ( i ), the following acquisitions shall not constitute a Change of Control : ( A ) anyacquisition directly from AVEO ( excluding an acquisition pursuant to the exercise, conversion or exchange of anysecurity exercisable for, convertible into or exchangeable for common stock or voting securities of AVEO, unlessthe Person exercising, converting or exchanging such security acquired such security directly from AVEO or anunderwriter or agent of AVEO ), ( B ) any acquisition by any employee benefit plan ( or related trust ) sponsored ormaintained by AVEO or any corporation controlled by AVEO, or ( C ) any acquisition by any corporation pursuant toa Business Combination ( as defined below ) which complies with clauses ( x ) and ( y ) of subsection ( ii ) of thisdefinition ; or(ii ) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involvingAVEO or a sale or other disposition of all or substantially all of the assets of AVEO ( a ), unless, immediately following such Business Combination, each of the following two conditions is satisfied : ( x ) allor substantially all of the individuals and entities who were the beneficial owners of the then - outstanding shares ofcommon stock of AVEO and the combined voting power of the then - outstanding securities of AVEO immediatelyprior to such Business Combination beneficially own, directly or indirectly, more than [ * * ] percent ( [ * * ] % ) of thethen - outstanding shares of common stock and the combined voting power of the then - outstanding securities, respectively, of the resulting or acquiring corporation in such Business Combination ( which shall include, withoutlimitation, a corporation which as a result of such transaction owns AVEO or substantially all of AVEO ’s assetseither directly or through one or more subsidiaries ) ( such resulting or acquiring corporation is referred to herein asthe ) in substantially the same proportions as their ownership of the then - outstandingshares of common stock of AVEO and the combined voting power of the then - outstanding securities of AVEO, respectively, immediately prior to such Business Combination and ( y ) no Person ( excluding any employee benefitplan ( or related trust ) maintained or sponsored by AVEO or by the Acquiring Corporation ) beneficially owns, directly or indirectly, [ * * ] percent ( [ * * ] % ) or more of the then - outstanding shares of common stock of the AcquiringCorporation, or of the combined voting power of the then - outstanding securities of such corporation ( except to theextent that such ownership existed prior to the Business Combination )