definiens: shall mean ( i ) the sale or disposition of all or substantially all the assets of the Companyor its direct or indirect parent corporation ; ( ii ) the reorganization, merger, consolidation, or similar transaction involving theCompany or its direct or indirect parent corporation which results in the voting securities of such entity outstandingimmediately prior to that transaction ceasing to represent at least 50 % of the combined voting power of the surviving entityimmediately after such transaction ; ( iii ) the acquisition in one or more related transactions by any, as that term isused in Sections 13(d ) and 14(d ) of the Securities Exchange Act of 1934, as amended ( the ), together with anyof 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 Company or its direct or indirect parent corporation ( excluding any employee benefitplan or related trust sponsored or maintained by that entity ) ; or ( iv ) any event or series of related events in which theindividuals who are the directors of the Company or its direct or indirect parent corporation as of the effective date of thisAgreement ( ) cease for any reason to constitute at least fifty percent ( 50 % ) of the board of directors ofthat entity ; provided, however, that if any new director is approved by a vote of at least fifty percent ( 50 % ) of the IncumbentDirectors or by a nominating committee the majority of whom are Incumbent Directors, such new director shall be consideredan Incumbent Director