definiens: means the occurrence of any of the following events : 3 1.8.1 The acquisition by any person of beneficial ownership, directly or indirectly, of securities of GB representing fifty percent ( 50 % ) or more of the total vot ing power represented by GB 's then outstanding voting securities ; 1.8.2 A change in the composition of the Board of Directors of GB occurring within a one - year period, as a res ult of which fewer than a majority of the directors are I ncumbent Directors . shall mean directors who either ( i ) are directors of GB as of the dat e hereof, or ( ii ) are elected, or nominated for election, to the Board of Directors of GB with the affirmative votes o f at least a majority of the Incumbent Directors at the t ime of such election or nomination ( but shall not includ e an individual not otherwise an Incumbent Director whose el ection or nomination is in connection with an actual o r threatened proxy contest relating to the election of di rectors to GB ) ; 1.8.3 A merger or consolidation of GB with any oth er corporation, other than a merger or consolidation which w ould result in the voting securities of GB outstanding imme diately prior thereto continuing to represent ( either by r emaining outstanding or by being converted into votin g securities of the surviving entity ) at least fifty percent ( 50 % ) of the total voting power represented by the voting securities of GB or such surviving entity outstanding imme diately after such merger or consolidation, or the approva l by the stockholders of GB of a plan of complete liq uidation of GB or of an agreement for the sale or dispositi on by GB of all or substantially all GB 's assets ; 1.8.4 The sale or transfer of all or substantially all of the assets of GB relating to the manufacture of any Product ; or 1.8.5 The complete liquidation or dissolution of G B. 1.9 means low polarization elect rode coatings, including where the context requires all such Products manufactured by GB and sold to SORIN / ELA under this Agreement