definiens: with respect to Cambrex Co rporation shall mean : ( i ) the acquisition ( other than from Cambrex Corpor ation ) by any person, entity or ( within the meaning of Section 13 ( d)(3 ) or 14(d)(2 ) of the Securities Exchange Act of 1934 ( the ) but excluding for this purpose Cambrex Corporation or i ts subsidiaries or any employee benefit plan of Cam brex Corporation or its subsidiaries which acquires bene ficial ownership of voting securities of Cambrex Co rporation ) of ( within the meaning of Ru le 13d-3 promulgated under the Exchange Act ) of twe nty percent ( 20 % ) or more of either the then outstandin g shares of Stock or the combined voting power of C ambrex Corporation ’s then outstanding voting securities en titled to vote generally in the election of directo rs, or ( ii ) individuals who, as of the date hereof, consti tute the Board of Directors of Cambrex Corporation ( the and as of the date hereof the ) cease for any reason to constitute at le ast a majority of the Board ; provided that any person bec oming a member of the Board subsequent to the date hereof whose election or nomination for election by Cambre x Corporation ’s stockholders ( other than an electio n or nomination of an individual whose initial assumptio n of office is in connection with an actual or thre atened election contest relating to the election of the di rectors of Cambrex Corporation, as such terms are u sed in Rule 14a-11 of Regulation 14A promulgated under the Exch ange Act ) was approved by a vote of at least a majo rity of the directors then comprising the Incumbent Board s hall be, for purposes of this Agreement, considered a member of the Incumbent Board ; or ( iii ) approval by the stockholders of Cambrex Corpo ration of either a reorganization, or merger, or consolidation, with respect to which persons who we re the stockholders of Cambrex Corporation immediat ely prior to such reorganization, merger or consolidati on do not, immediately thereafter, own more than fi fty percent ( 50 % ) of the combined voting power entitled to vote generally in the election of directors of the reor ganized, merged or consolidated entity ’s then 9 outstanding voting securities, or a liquidation or dissolution of Cambrex Corporation, or the sale of all or substantially all of the assets of Cambrex Corporat ion