definiens: shall mean, with respect to Parent, the occurrence of any one of the following events : ( a ) ( i ) individuals who, on the date of this Agreement constitute the board of directors of Parent ( the ), cease for any reason to constitute at least a majority of the board of directors ; provided that any personbecoming a director subsequent to the date of this Agreement whose election or nomination for election was approved by avote of at least a majority of the Incumbent Directors then on the board of directors ( either by a specific vote or by approvalof the proxy statement of the relevant party in which such person is named as a nominee for director, without writtenobjection to such nomination ) shall be an Incumbent Director ( except that no-2- individuals who were not directors at the time any agreement or understanding with respect to any Business Combination(as defined below ) or contested election is reached shall be treated as Incumbent Directors for the purposes of clause ( ii ) ofparagraph ( c ) below with respect to such Business Combination or this paragraph ( a ) in the case of a contested election);provided, further, that the Shareholders ’ Representative will be treated as an Incumbent Director ; ( b ) any ( as defined in Section 3(a)(9 ) of the Exchange Act and within the meaning of Sections 13(d)(3 ) and14(d)(2 ) of the Exchange Act ) is or becomes a ( within the meaning of Rule 13d-3 and Rule 13d-5 underthe Exchange Act ), directly or indirectly, of securities of Parent representing more than fifty percent ( 50 % ) of the aggregatevoting power of Parent ’s then outstanding securities eligible to vote for the election of directors ( the ) ; provided, however, that the event described in this paragraph ( b ) will not be deemed a Change in Control by virtue of anyholdings or acquisitions by any employee benefit plan ( or related trust ) sponsored or maintained by Parent or any of itsSubsidiaries ; ( c ) a merger, consolidation, recapitalization, statutory share exchange or similar transaction ( a ), unless immediately following such Business Combination : ( i ) more than fifty percent ( 50 % ) of the totalvoting power of the Person resulting from such Business Combination ( the ), or, if applicable, theultimate parent Person that directly or indirectly has beneficial ownership of one hundred percent ( 100 % ) of the votingsecurities eligible to elect directors of the Surviving Entity ( the ), is represented by Voting Securities thatwere outstanding immediately before such Business Combination ( or, if applicable, is represented by shares into which suchVoting Securities were converted pursuant to such Business Combination ) ; and ( ii ) at least a majority of the members of theboard of directors of the Parent Entity ( or, if there is no Parent Entity, the Surviving Entity ) following the consummation ofthe Business Combination were Incumbent Directors at the time the board of directors of Parent approved the execution ofthe initial agreement providing for such Business Combination ; or ( d ) a plan of liquidation or dissolution of Parent or a sale of all or substantially all of Parent ’s assets