definiens: means ( a ) any Person(s ) ( whereby includes a corporation, partnership or other entity, and whereby persons acting in concert within the meaning of the City Code on Takeovers and Merger s shall be deemed to be one Person ) acquiring beneficial ownership of capital stock of [COMPANY] entitling the holder(s ) thereof to more than thirty percent ( 30 % ) of the voting power of the then outstanding capital stock of [COMPANY] with respect to the elec tion of directors of [COMPANY], or ( b ) [COMPANY] entering into a merger, consolidation or similar transaction with another Person ( the ) in which ( i ) [COMPANY] is not the surviving corporation in such transaction, ( ii ) the members of th e Board of Directors of [COMPANY] immediately prior to such transaction constitute less than one -half of the members of the Board of Directors of the Acquiring 6 Corporation immediately following such transaction, and ( iii ) more than thirty percent ( 30 % ) of the voting power of the outstanding capital stock of the Acquiring Corporation with respect to the election of directors following such transaction is held by Persons who were shareholders of the Acquiring Corporation prior to such transac tion, or ( c ) [COMPANY] sells to any Person(s ) in one or more related transactions, properties or assets representing more than thirty percent ( 30 % ) of ( i ) [COMPANY] ’s consolidated total, and ( ii ) [COMPANY] ’s consolidated operating income for the most recent f iscal year as reflected on its most recent Annual Report