Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;

Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’Company's then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;securities;

Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteenforty percent (15%(40%) or more of the combined voting power of the Company’Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;

Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below)above), directly or indirectly, of securities of the Company representing fifteentwenty five percent (15%(25%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;

Acquisition of Stock by Third Party. AnyThe acquisition by any Person (as defined below) isof Beneficial Ownership of 40% or becomesmore of either the Beneficial Owner (as defined below), directly or indirectly,then-outstanding shares of securitiescommon stock of the Company representing fifteen percent (15%) or more of the combined voting power ofOutstanding Voting Securities; provided, however, that any acquisition directly from the Company’s then outstanding securities unless the changeCompany shall not constitute a Change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;Control;

any Person (as defined below) is or becomes the Beneficial Owner (as defined below),Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing fifteenthirty percent (15%(30%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities bysecurities, excluding any Person results solely fromwho becomes such a reductionBeneficial Owner in the aggregate numberconnection with a transaction described in [clause (i)] of outstanding shares of securities entitled to vote generally in the election of directors;paragraph # below; or

any Person (as defined below) is or becomes the Beneficial Owner (as defined below),Owner, directly or indirectly, of securities of the Company (not including the securities Beneficially Owned by such Person which were acquired directly from the Company or any Affiliate thereof) representing fifteenmore than fifty percent (15%(50%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities bysecurities, excluding any Person results solely fromwho becomes such a reductionBeneficial Owner in the aggregate numberconnection with a transaction described in [clause (i)] of outstanding shares of securities entitled to vote generally in the election of directors;paragraph # below; or

Acquisition of Stock by Third Party. AnyThe acquisition by any Person (as defined below) isof Beneficial Ownership of 40% or becomesmore of either the Beneficial Owner (as defined below), directly or indirectly,then-outstanding shares of securitiescommon stock of the Company representing fifteen percent (15%) or morethe Outstanding Voting Securities; provided, however, that, for purposes of this [Section 2.8(a)], the following acquisitions shall not constitute a Change of Control: # any acquisition directly from the Company, # any acquisition by the Company, or # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;Company;

any Acquiring Person (as defined below) is or becomes the Beneficial Owner"beneficial owner" (as defined below)in Rule 13d-3 under the Securities Exchange Act of 1934, as amended [the "Exchange Act"]), directly or indirectly, of securities of the Company representing fifteentwenty percent (15%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial OwnershipVoting Securities of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;Company; or

An acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly,any shares of securitiesstock of the Company representing fifteen percent (15%by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)), other than the Company or a wholly-owned subsidiary thereof or any employee benefit plan (or related trust) of the Company or any of its subsidiaries, immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 30% or more of the then outstanding voting securities or the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;voting securities.