definiens: shall mean the occurrence of any one or more of the following : ( i ) the accumulation ( if over time, in any consecutive twelve ( 12 ) month period ), whether directly, indirectly, beneficially, or of record, by any individual, entity, or group ( withi n the meaning of Section 13(d)(3 ) or 14(d)(2 ) of the Securities Exchange Act of 1934, as amended ) of mor e than fifty percent ( 50 % ) or more of the shares o f the outstanding Common Stock of the Company or Pa rent, whether by merger, consolidation, sale, or other transfer o f shares of Common Stock ( other than a merger or co nsolidation where the stockholders of the Company or Parent pri or to the merger or consol idation are the holders of a majority of the voting securities of the entity that survive s such merger or consolidation ), ( ii ) a sale of all or substantially all of the assets of the Company or Parent, or ( iii ) during any period of twelve ( 12 ) consecutive months, the individuals who, at the beginning of such period, c onstitute the Board, and any new director whose ele ction by the Board or nomination for election by the Company ’s s tockholders was approved by a vote of at least two- thirds ( 2/3 ) of the directo rs then still in office who either were directors a t the beginning of the twelve ( 12 ) month period or whose election or nomination for election was pr eviously so approved, cease for any reason to const itute at least a majority of the Board ( unless such dir ector(s ) are appointed, elected, or approved by Par ent ) ; provided that the following acquisitions shall not constitute a Chang e of Control for the purposes of this Agreement : an y acquisition of Common Stock or securities convertible into Comm on Stock by an y employee benefit plan ( or related trust ) sponsored by or maintained by the Company