definiens: ( as defined in Rule l3d-3 under the Exchan ge Act ), directly or indirectly, of more than 50 % of the tot al voting power of the outstanding Capital Stock of the Company, but excluding the shares held by the Compa ny, any subsidiary of the Company or any employee benefit plan of the Company or of any subsidiary of the Company, or any entity holding Capital Stock f or or pursuant to the terms of such plan ; ( ii ) the Company merges with or into, or consolidates wi th, or consummates any reorganization or similar transaction with, another person ( other than the Pu rchaser or any of its Affiliates ) and, immediately after giving effect to such transaction, less than 50 % of the to tal voting power of the outstanding Capital Stock o f the surviving or resulting person is ( within the meaning of 13 Rule 13d-3 under the Exchange Act ) in the aggregate by the stockholders of the Company immediately pri or to such transaction ; ( iii ) in one transaction or a series of related transacti ons with another person ( other than the Purchaser o r any of its Affiliates ), the Company, directly or in directly ( including through one or more of its subs idiaries ) sells, assigns, conveys, transfers, leases or otherwise di sposes of, all or substantially all of the assets o r properties ( including Capital Stock of subsidiaries ) of the Co mpany, but excluding liens on such assets or proper ties and sales, assignments, conveyances, transfers, leases or other dispositions of assets or properties ( incl uding Capital Stock of subsidiaries ) by the Company or any of its subsidiaries to any direct or indirect wholly - owne d subsidiary of the Company ; or ( iv ) individuals who as of the date hereof constituted t he Board of Directors of the Company ( or any new directors whose election by such Board of Directors or whose nomination for election by the stockholde rs of the Company was approved by a vote of a majority of the directors then still in office ) cease for any reas on to constitute a majority of the Board of Directors of the Company then in office