definiens: means any of the following events : ( i ) the acquisi tion by any Person or group, other than a Person or group controlling such Party as of the Effective Date, of ( as defined in Rule 13d-3 under the United States Securities Excha nge Act of 1934, as amended ), directly or indirectl y, of fifty percent ( 50 % ) or more of the shares of such Party 's capital stock the holders of which have general vo ting power under ordinary circumstances to elect at least a ma jority of such Party 's Board of Directors or equiva lent body ( the ) ( the ) ; ( ii ) the first day of which less than two - thirds of the total membership of such Party 's Board of Directors shall be Continuing Directors ( as such term is defined b elow ) ; ( iii ) the approval by the shareholders of such Part y of a merger, share exchange, reorganization, cons olidation or similar transaction of such Party ( a ), other than a Transaction which would result in t he Voting Stock of such Party outstanding immediately prior t hereto continuing to represent ( either by remaining outstanding or by being converted into voting secur ities of the surviving entity ) more than fifty perc ent ( 50 % ) of the Voting Stock of such Party or such surviving en tity immediately after such Transaction ; or ( iv ) ap proval by the shareholders of such Party of a complete liquid ation of such Party or a sale or disposition of all or substantially all of the assets of such Party . For purposes of this definition, means individuals serving as of the date hereof on such P arty 's Board of Directors and any individuals elect ed after the date hereof whose election or nomination was approv ed by at least a majority of the Continuing Directo rs serving at the time