definiens: means, with respect to any entity ( i ) acquisition of beneficial ownership of either ( a ) 50 % or moreof the outstanding shares of common stock of the company, or ( b ) 50 % or more of the total voting power of the then - outstanding voting securities entitled to vote generally on the election of directors, ( ii ) a reorganization, merger, consolidation, sale of all or substantially all of the assets of the company, or the acquisition of the assets or stock ofanother entity, unless following such business combination the beneficial owners of the outstanding shares ofcommon stock of the company and the outstanding company voting securities own, directly or indirectly, 50 % of theoutstanding common stock and combined voting power of the surviving entity ( including a surviving entity that ownsthe company or all or substantially all of the company ’s assets directly or through a subsidiary ) in substantially thesame proportions as their ownership prior to the business combination, or ( iii ) approval by the stockholders of acomplete liquidation or dissolution of the company