definiens: means any of the following events : ( i ) the acquisition by any Person or group, other than a Person or group controlling such Party as of the Effective Date, of ( as defined in Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended ), directly or indirectly, of fifty percent ( 50 % ) or more of the shares of such Party 's capital stock the holders of which have general voting power under ordinary circumstances to elect at least a majority of such Party 's Board of Directors or equivalent body ( the ) ( the ) ; ( ii ) the first day of which less than two - thirds of the total membership of such Party 's Board of Directors shall be Continuing Directors ( as such term is defined below ) ; ( iii ) the approval by the shareholders of such Party of a merger, share exchange, reorganization, consolidation or similar transaction of such Party ( a ), other than a Transaction which would result in the Voting Stock of such Party outstanding immediately prior thereto continuing to represent ( either by remaining outstanding or by being converted into voting securities of the surviving entity ) more than fifty percent 1.1 - 2