definiens: shall mean ( i ) the acquisition, directly or indirectly, of beneficial ownership of a percentage of the voting power of a party sufficient to exercise de facto control over the policies and business decisions of a party or of all or substantially all of the business or assets of such party ( whether by way of merger, sale of stock, sale of assets or otherwise ) by any person or entity ( including a as defined in Section 13(d)-3 of the Securities Exchange Act of 1934 ( the » ( provided that the acquisition of less than fifty percent ( 50 % ) of such voting power shall not be deemed to constitute a for as long as the acquiror or qualifies to report, and does in fact report, its beneficial ownership on Schedule 130 in accordance with Rule l3(d)-1 promulgated under the Exchange Act ) or ( ii ) individuals who, for a period of at least two ( 2 ) consecutive years prior to such determination ( together with any other individuals whose election was approved by a two­thirds ( 2/3 ) vote of the directors then in office ) shall cease to constitute at any time a majority of the members of the Board of Directors of such party