definiens: with respect to A VI means the occurrence of any of the following : ( a ) a sale of assets representing fifty percent ( 50 % ) or more of the net book value and of the fair market value of AVI 's consolidated assets ( in a single transaction or in a series of related transactions ) ; ( b ) a liquidation or dissolution of A VI ; ( c ) a merger or consolidation involving A VI or any subsidiary of A VI after the completion of which : ( i ) in the case of a merger ( other than a triangular merger ) or a consolidation involving A VI, the shareholders of A VI immediately prior to the completion of such merger or consolidation beneficially own ( within the meaning of Rule 13d-3 promulgated under the Exchange Act or comparable successor rules ), directly or indirectly, outstanding voting securities representing less than fifty percent ( 50 % ) of the combined voting power of the surviving entity in such merger or consolidation, and ( ii ) in the case of a triangular merger involving A VI or a subsidiary of A VI, the shareholders of A VI immediately prior to the completion of such merger beneficially own ( within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rules ), directly or indirectly, outstanding voting securities representing less than fifty percent ( 50 % ) of the combined voting power of the surviving entity in such merger and less than fifty percent ( 50 % ) ofthe combined voting power of the parent of the surviving entity in such merger ; ( d ) an acquisition by any person, entity or ( within the meaning of Section 13(d ) or 14(d ) of the Exchange Act or any comparable successor provisions ), other than any employee benefit plan, or related trust, sponsored or maintained by A VI or an affiliate of AVI and other than in a merger or consolidation of the type referred to in clause of this definition of Change of Control, of beneficial ownership ( within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rules ) of outstanding voting securities of A VI representing more than thirty - three and 113 percent ( 33 - 113 % ) ofthe combined voting power of AVI ( in a single transaction or series of related transactions ) ; or ( e ) individuals who, as of the date hereof or replacements therefore who have been initially nominated by the then current members of the AVI Board of Directors, are members of the AVI Board of Directors ( the ), cease for any reason to constitute at least sixty percent ( 60 % ) ofthe AVI Board of Directors, provided that if election, or nomination for election by A VI 's shareholders, of any new member of the A VI Board of Directors is approved by a vote of at least sixty percent ( 60 % ) of the 2492093 - 17 2 Incumbent Board, such new member ofthe Board shall be considered as a member of the Incumbent Board