definiens: means ( a ) the acquisition by anyindividual, entity or group ( within the meaning of Section 13(d)(3 ) or 14(d)(2 ) of the Securities Exchange Act of 1934, as amended ) ( a ) of beneficial ownership ( within the Page 27meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended ) of fifty percent ( 50 % ) or more of either ( i ) thethen outstanding shares of capital stock of [COMPANY] ( the ) or ( ii ) the combined voting power of the thenoutstanding voting securities of [COMPANY] entitled to vote generally in the election of directors of [COMPANY] ( the ) ; provided, however, that for the purposes of this subsection ( a ), the following acquisitions of securities of [COMPANY] shall not constitute an AmbrxChange of Control : ( w ) any acquisition by existing stockholders of [COMPANY], ( x ) any acquisition by [COMPANY], ( y ) any acquisition by any employeebenefit plan ( or related trust ) sponsored or maintained by [COMPANY] or any corporation controlled by [COMPANY] or ( z ) any acquisition by anycorporation pursuant to a transaction which complies with clauses ( i ) and ( ii ) of subsection ( b ) of this definition ; ( b ) the consummation of anyacquisition, merger or consolidation involving any Third Party ( a ), unless immediately following suchBusiness Combination Transaction, ( i ) the individuals and entities who were the beneficial owners, respectively, of the Outstanding CommonStock and Outstanding Voting Securities immediately prior to such Business Combination Transaction beneficially own, directly or indirectly, fifty percent ( 50 % ) or more of, respectively, the then outstanding shares of common stock and the combined voting power of the thenoutstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation or other entityresulting from such Business Combination Transaction ( including a corporation which as a result of such transaction owns the then - outstanding securities of [COMPANY] or all or substantially all of [COMPANY] ’s assets either directly or through one or more subsidiaries ) in substantiallythe same proportions as their ownership, immediately prior to such Business Combination Transaction, of the Outstanding Common Stock andOutstanding Voting Securities, as the case may be and ( ii ) fifty percent ( 50 % ) or more of the members of the board of directors of thecorporation resulting from such Business Combination Transaction were members of the Board of Directors of [COMPANY] at the time of theexecution of the initial agreement, or of the action of the Board of Directors of [COMPANY], providing for such Business Combination Transaction ; or(c ) [COMPANY] or any of its Affiliates sells or transfers to any Specified Person(s ) in one or more related transactions properties or assetsrepresenting all or substantially all of [COMPANY] ’s business or assets at the time of such sale or transfer