Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in 2(b)(i), 2(b)(iii), or 2(b)(iv) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii), or 2(b)(iv)) whose election by the Board or nomination for election by the Company’Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

Change in Board of Directors.Board. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in 2(b)[Sections 13(a)(i), 2(b)13(a)(iii), or 2(b)13(a)(iv)])])]) whose election by the Board or nomination for election by the Company’Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute ata least a majority of the members of the Board;

Change in Board of Directors.Board. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in 2(b)(i)clause (i), 2(b)(iii),(ii) or 2(b)(iv)(iv) of this definition of Change in control) whose election by the Board or nomination for election by the Company’Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute ata least a majority of the members of the Board;

Change in Board of Directors. Duringduring any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in 2(b)[Sections 1(a)(i), 2(b)1(a)(iii), or 2(b)1(a)(iv)])])]) whose election by the Board or nomination for election by the Company’Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, ceaseceasing for any reason to constitute ata least a majority of the members of the Board;Board.

Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement),years, individuals whowho, at the beginning of such periodperiod, constitute the Board, andBoard together with any new directordirector(s) (other than a director designated by a person who hasshall have entered into an agreement with the Company to effect a transaction described in [Section 2(b)a)(i),] or [Section 2(b)a)(iii), or 2(b)(iv)]) whose election by the Board or nomination for election by the Company’Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;thereof; or

Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement),years, individuals whowho, at the beginning of such periodperiod, constitute the Board, andBoard together with any new directorDirector(s) (other than a directorDirector designated by a person who hasshall have entered into an agreement with the Company to effect a transaction described in 2(b)(i), 2(b)(iii),[subsections (a) or 2(b)(iv)(c)])]) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directorsDirectors then still in office who either were directorsDirectors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;thereof; or

Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement),years, individuals whowho, at the beginning of such periodperiod, constitute the Board, andBoard together with any new directordirector(s) (other than a director designated by a person who hasshall have entered into an agreement with the Company to effect a transaction described in 2(b)(i), 2(b)(iii),Section 2.8(a) or 2(b)(iv)Section 2.8(c) hereof) whose election by the Board or nomination for election by the Company’Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the two (2)-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;thereof; or

Change in Board of Directors. Duringwithin any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), there shall cease to be a majority of the Board comprised as follows: individuals who at the beginning of such period constitute the Board,Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in 2(b)(i), 2(b)(iii), or 2(b)(iv)director(s) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;approved;

Change in Board of Directors. Duringat any time during a period of two (2) consecutive years (not including any period prior to the execution of this Agreement),years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in 2(b)(i), 2(b)(iii), or 2(b)(iv) whose election byconstituted the Board of Directors shall cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Company’s stockholders of each new director during such two-year period was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the periodsuch two-year period, or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;