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 % ) ormore of either ( i ) the then outstanding shares of capital stock of [COMPANY] ( the ) or ( ii ) thecombined voting power of the then outstanding voting securities of [COMPANY] entitled to vote generally in the election ofdirectors of [COMPANY] ( the ) ; provided, however, that for the purposes of this subsection(a ), the following acquisitions of securities of [COMPANY] shall not constitute an [COMPANY] Change of Control : ( w ) anyacquisition 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 ) anyacquisition by any corporation pursuant to a transaction which complies with clauses ( i ) and ( ii ) of subsection ( b ) ofthis definition ; ( b ) the consummation of any acquisition, merger or consolidation involving any Third Party ( a ), unless immediately following such Business Combination Transaction, ( i ) theindividuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock andOutstanding Voting Securities immediately prior to such Business Combination Transaction beneficially own, directlyor indirectly, fifty percent ( 50 % ) or more of, respectively, the then outstanding shares of common stock and thecombined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation or other entity resulting from such Business Combination Transaction(including a corporation which as a result of such transaction owns the then - outstanding securities of [COMPANY] or all orsubstantially all of [COMPANY] ’s assets either directly or through one or more subsidiaries ) in substantially the sameproportions as their ownership, immediately prior to such Business Combination Transaction, of the OutstandingCommon Stock and Outstanding Voting Securities, as the case may be and ( ii ) fifty percent ( 50 % ) or more of themembers of the board of directors of the corporation resulting from such Business Combination Transaction weremembers of the Board of Directors of [COMPANY] at the time of the execution of the initial agreement, or of the action ofthe Board of Directors of [COMPANY], providing for such Business Combination Transaction ; or ( c ) [COMPANY] or any of itsAffiliates 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