definiens: means the occurrence of any of the following events : ( a ) The acquisition by any person of beneficial ownership, directly orindirectly, of securities of WGT representing fifty percent ( 50 % ) or more of thetotal voting power represented by WGT 's then outstanding voting securities ; ( b ) A change in the composition of the Board of Directors of WGT occurringwithin a two - year period, as a result of which fewer than a majority of thedirectors are Incumbent Directors . shall mean directorswho either ( i ) are directors of WGT as of the date hereof, or ( ii ) are elected, or nominated for election, to the Board of Directors of WGT with the affirmativevotes of at least a majority of the Incumbent Directors at the time of suchelection or nomination ( but shall not include an individual not otherwise anIncumbent Director whose election or nomination is in connection with an actualor threatened proxy contest relating to the election of directors to WGT ) ; ( c ) A merger or consolidation of WGT with any other corporation, other thana merger or consolidation which would result in the voting securities of WGToutstanding immediately prior thereto continuing to represent ( either byremaining outstanding or by being converted into voting securities of thesurviving entity ) at least fifty percent ( 50 % ) of the total voting powerrepresented by the voting securities of WGT or such surviving entity outstandingimmediately after such merger or consolidation, or the approval by thestockholders of WGT of a plan of complete liquidation of WGT or of an agreementfor the sale or disposition by WGT of all or substantially all WGT 's assets ; ( d ) The sale or transfer of all or substantially all of the assets of WGTrelating to the manufacture of any Product ; or ( e ) The complete liquidation or dissolution of WGT