definiens: means a change in control of the Corporation of a nature that would be required to be reported in response to Item 6(e ) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Corporat ion is then subject to such reporting requirement ; provided that, without limitation, such a change in control will be deemed to have occurred if ( i ) any ( as such term is used in Sections 13(d ) and 14(d ) of the Exchange Act ) is or becomes the ( as defined in Rule 13d -3 under the Exchange Act ), directly or indirectly, of securities of the Corporation representing 25 % or more of the combined voting power of the Corporation ’s then outstanding securities without the prior approval of at least a majority of the members of the board of directors in office immediately prior to such acquisition ; ( ii ) the Corporation is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the board of directors in office immediately prior to such transaction or event constitute less than a majority of the board of directors thereafter ; or ( iii ) during any period of two ( 2 ) consecutive years, individuals who at the beginning of su ch I-20 period constituted the board of directors ( including for this purpose any new director whose election or nomination for election by the Corporation ’s stockholders was approved by a vote of at least a majority of the directors then still in of fice who were directors at the beginning of such period ) cease for any reason to constitute at least a majority of the board of directors ; ( ii ) means a director of the Corporation who is not a party to the Proceeding in respect of which indemnification or advancement of Expenses is sought by the indemnitee ; ( iii ) will include all direct and indirect costs including, but not limited to, attorneys ’ fees, retainers, court costs, transcript costs, fees of experts, witness f ees, advisory fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with investigating, prosecuting, defending ( or preparing to investigate, prosecute or defend ) a Proceeding, or being or preparing to be a witness in a Proceeding ; ( iv ) means a law firm or a member of a law firm that neither presently is, nor in the past five ( 5 ) years has been, retained to represent : ( A ) the Corporation or the indemnitee in any matter material to either such party or ( B ) any other party to the Proceeding giving rise to a claim for indemnification under this Section 6.1 . Notwithstanding the foregoing, the term will not include any person who, under the applicable standards of professional conduct then prevailing under such persons relevant jurisdiction of practice, would have a conflict of interest in representing either the Corpo ration or the indemnitee in an action to determine the indemnitee ’s rights under this Section 6.1 ; ( v ) means indemnitee ’s corporate status as an officer and/or director and any other fiduciary capacity in which indemnitee serves the Co rporation, its subsidiaries or affiliates, and any other entity which indemnitee serves in such capacity at the request of any of the Corporation ’s board of directors or any committee of its board of directors, chief executive officer, chairman of the boar d of directors, or president . also refers to all actions which indemnitee takes or does not take while serving in such capacity ; and ( vi ) includes any actual or threatened inquiry, investigation, action, suit, arbitration, or any other such actual or threatened action or occurrence, whether civil, criminal, administrative or investigative