definiens: ( as defined in Rule 13d-3 promulgated under the Exchang e Act ), directly or indirectly, of securities of th e Company representing 50 % or more of ( A ) the outstanding sha res of common stock of the Company or ( B ) the combi ned voting power of the Company ’s then - outstanding secu rities ; ( b ) the Company is party to a merger or consolidation, or series of related transactions, w hich results in the voting securities of the Compan y outstanding immediately prior thereto failing to continue to re present ( either by remaining outstanding or by bein g converted into voting securities of the surviving or another entity ) at least fifty ( 50 % ) percent of the combine d voting power of the voting securities of the Company or su ch surviving or other entity outstanding immediatel y after such merger or consolidation ; ( c ) the sale or dispo sition of all or substantially all of the Company ’s assets ( or consummation of any transaction, or series of relat ed transactions, having similar effect ) ; ( d ) there occurs a change in the composition of the Board of Directors of the Company within a four - year period, as a res ult of which fewer than a majority of the directors are In cumbent Directors ; ( e ) the dissolution or liquidati on of the Company ; or ( f ) any transaction or series of relate d transactions that has the substantial effect of a ny one or more of the foregoing