definiens: shall mean the occurrence, in a single transaction or in a series of relatedtransactions, of any one or more of the following events : ( a ) there is consummated a sale of all or substantially all of the assetsof the Company and its subsidiaries in one or a series of integrated transactions not in the ordinary course of business to aThird Party ; ( b ) any person or group of persons within the meaning of Section 13(d)(3 ) of the Exchange Act becomes thebeneficial owner, directly or indirectly, of 50 % or more of the then outstanding Common Stock of the Company ; or ( c ) thereis consummated a merger, consolidation or similar transaction involving ( directly or indirectly ) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Companyimmediately prior thereto do not own, directly or indirectly, either ( A ) outstanding voting securities representing more than50 % of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or(B ) more than 50 % of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their ownership of the outstandingCommon Stock of the Company immediately prior to such transaction ; or ( d ) individuals who, on the date of this Agreement, are members of the board of directors of the Company ( the ) cease for any reason to constitute at least amajority of the members of the board of directors ; provided, however, that if the appointment or election ( or nomination forelection ) of any new member of the board of directors was approved or recommended by a majority vote of the members ofthe Incumbent Board then still in office, such new member shall, for purposes of this Agreement, be considered as a memberof the Incumbent Board