definiens: shall mean ( a ) The acquisition by any Person ( as defined in Section 3.2.3 hereof ) of beneficial ownership ( within the meaning of Rule 13d-3 promulgated under the . ' Securities Act of 1934, as amended ) of securities of [COMPANY] or, in the case of SP i : ' Ltd., of either SP Ltd. 's parent company, Schering - Plough Corporation ( Acquired Entity " ), wher~ such . acquisition causes .~~&:11~~2·':')~B~>~ Person to own fifty - one percent ( 51 % ) or more of either ( I ) the then outstanding ' ~~:;:~::~, : : ' : ' : Outstanding Acquired ', : : ~7~~~t > ) or ( ii ) the combined voting power of the then ; .. : ', :, " outstanding voting securities of the Acquired Entity entitled to vote generally in : 1;'/ > < ' the election of the Acquired Entity 's directors ( the Voting Securities, ', the following acquisitions shall not constitute a Change of Control : ( i ) any ', ' acquisition directly from the Acquired Entity ; ( ii ) any acquisition by the Acquired • Entity ; ( iii ) any acquisition by any empJoyee benefit plan ( or related truSt ), sponsored or maintained by the Acquired Entity or any corporation controlled by the Acquired Entity ; 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 ifany Person 's beneficial ownership of the Outstanding Acquired Entity Voting Securities reaches or exceeds fifty - one percent ( 51 % ) as a result of a transaction described in clauses ( i ) or ( ii ) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Acquired Entity, such subsequent acquisition shall be treated as an acquisition that causes such Person to own fifty - one percent ( 51 % ) or more of the Outstanding Acquired Entity Voting Securities ; or ( b ) individuals, who, as of the date hereof, constitute the board of directors of the Acquired Entity ( the ) cease for any reason to constitute at least a majority of the Acquired Entity board of directors ( the ), provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Acquired Entity 's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Acquired Entity Board shall be 150125 - 3 -2 - considered as though such individual were a member of the Incumbent Acquired Entity 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 Person other than the Acquired Entity Board ; or ( c ) approval by the shareholders of the Acquired Entity ofa reorganization, merger or consolidation or sale or other disposition of all or substantially all of the Acquired Entity 's assets ( a ), in each case, unless, following such Business Combination, ( i ) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Acquired Entity Common Stock and the Outstanding Acquired Entity 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 vote generally,~ ' ~:"'~''':':~':'''~',i:- ' the election of directors, as the case may be, of the corporation resulting from such Business Combination ( including, without limitation, a corporation which,~, a result of such transaction, owns the Acquired Entity or all or substantially all ' of . ', : the Acquired Entity 's assets either directly or through one or more subsidiarieSfiIi, ", substantially the same proportions as their ownership, immediately prior to su~~~;{:~,,'­Business Combination of the Outstanding Acquired Entity Common Stock and ' " : ? ', the Outstanding Acquired Entity Voting Securities, as the case may be, ( ii ) no Person ( excluding any employee benefit plan ( or related trust ) of the Acquired Entity or such corporation resulting from such Business Combination ) beneficially owns, directly or indirectly fifty - one percent ( 51 % ) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and ( iii ) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Acquired Entity Board at the time of the execution of the initial agreement, or of the action of the Acquired Entity Board, providing for such Business Combination ; or ( d ) approval by the shareholders of the Acquired Entity of a complete liquidation or dissolution of the Acquired Entity