definiens: means with respect to a Party:1.16.1 the acquisition by any individual, entity or group ( within the meaning of Section 13(d)(3 ) or 14(d)(2 ) ofthe Securities Exchange Act of 1934, as amended ) ( a ) of beneficial ownership ( within the meaningof Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended ; it being understood that shall also include any securities which any Person or any of such Person ’s Affiliates has theright to acquire ( whether such right is exercisable immediately or only after the passage of time, pursuant to anyagreement, arrangement, understanding, or upon the exercise of conversion right, exchange rights, warrants oroptions, or otherwise ) of fifty percent ( 50 % ) or more of either ( a ) the then outstanding common stock of such Party or(b ) the combined voting power of the then outstanding voting securities of such Party;1.16.2 the consummation by a Party of any Business Combination Transaction, unless immediatelyfollowing such Business Combination Transaction, the individuals and entities who were the beneficial owners, respectively, of the outstanding common stock and outstanding voting securities of such Party immediately prior tosuch Business Combination Transaction beneficially own, directly or indirectly ( including, without limitation, throughone or more holding companies or subsidiaries ), fifty percent ( 50 % ) or more of, respectively, the outstanding commonstock and the combined voting power of the outstanding voting securities, as the case may be, of the corporation orother entity resulting from such Business Combination Transaction ( including a corporation or other entity which as aresult of such transaction owns the then outstanding securities of such Party or all or substantially all of such Party’sassets either directly or through one or more subsidiaries);1.16.3 a Party or any of its Affiliates sells or transfers to any Specified Person(s ) ( other than the other Partyor its Affiliates ) in one or more related transactions properties or assets representing all or substantially all of suchParty ’s business to which this Agreement relates at the time of such sale or transfer ; or 41.16.4 the individuals who, as of the Effective Date, constitute the board of directors of such Party ( the ) ceasing for any reason to constitute fifty percent ( 50 % ) or more of the board of directors of suchParty ; provided, that any individual becoming a director subsequent to the Effective Date whose election, ornomination for election by such Party ’s stockholders, was approved by a vote of at least a majority of the directorsthen comprising the Incumbent Board shall be considered as though such individual were a member of the IncumbentBoard, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of anactual or threatened election contest with respect to the election or removal of directors or other actual or threatenedsolicitation of proxies or consents by or on behalf of a Specified Person other than the board of directors of suchParty