An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 30% or more of either # the then-outstanding shares of common stock of the Parent Company (the “Outstanding Parent Company Common Stock”) or # the combined voting power of the then-outstanding voting securities of the Parent Company entitled to vote generally in the election of directors (the “Outstanding Parent Company Voting Securities”); excluding, however, the following: # any acquisition directly from the Parent Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted itself was acquired directly from the Parent Company, # any repurchase by the Parent Company, # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent Company or any entity controlled by the Parent Company, or # any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection # of this Section 8(e); or

An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 30% or more of either # the then-outstanding shares of common stock of the Parent Company (the “Outstanding Parent Company Common Stock”) or # the combined voting power of the then-outstanding voting securities of the Parent Company entitled to vote generally in the election of directors (the “Outstanding Parent Company Voting Securities”); excluding, however, the following: # any acquisition directly from the Parent Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted itself was acquired directly from the Parent Company, # any repurchase by the Parent Company, # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent Company or any entity controlled by the Parent Company, or # any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection # of this Section 8(e); or

An acquisition by any individual, entity or group (within the meaning of [Section 13(d)(3) or 14]4] (d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either # the then outstanding shares of Common Stock (the “Outstanding Common Stock”) or # the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: # any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company; # any acquisition by the Company; # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or # any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection # of this Section 2.09; or

The acquisition by any individual, entity or group (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 15% or more of either # the then outstanding Common Shares (the “Outstanding Company Common Stock”) or (yii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the

An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either # the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or # the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this Section 1(b)(1), the following acquisitions shall not constitute a Change in Control: # any acquisition directly from the Company, # any acquisition by the Company, # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliated Entity, or # any acquisition by any entity pursuant to a transaction that complies with Sections 1(b)(3)(A), 1(b)(3)(B) and 1(b)(3)(C); or

The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d‑3 promulgated under the Exchange Act) of 20% or more of either # the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or # the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control: # any acquisition directly from the Company, # any acquisition by the Company, # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or # any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection # of this Section 2; or

An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either # the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or # the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this [subsection (i)], the following acquisitions shall not constitute a Change in Control: # any acquisition directly from the Company, # any acquisition by the Company, # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, or # any acquisition by any entity pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection # of this definition); or

the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 40% or more of either # the then outstanding common shares of the Company (the “Outstanding Common Shares”) or # the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: # any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company), # any acquisition by the Company, # any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or # any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subparagraph # of this definition; provided further, that for purposes of clause (2), if any Person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall become the beneficial owner of 40% or more of the Outstanding Common Shares or 40% or more of the Outstanding Voting Securities by reason of an acquisition by the Company, and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional shares of the Outstanding Common Shares or any additional Outstanding Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;

the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)) (a “Person”) of “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either # the then-outstanding shares of common stock of the Company, assuming conversion of any outstanding preferred stock (the “Outstanding Company Common Stock”) or # the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: # any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or # any acquisition by any corporation or other entity pursuant to a reorganization, merger, consolidation or other business combination, if, following such reorganization, merger, consolidation or other business combination, the conditions described in [(i), (ii) and (iii) of Section 2.2(c)] are satisfied;

The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either # the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or # the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this [subsection (a)], the following acquisitions shall not constitute a Change of Control: # any acquisition directly from the Company, # any acquisition by the Company, # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or # any acquisition pursuant to a transaction which complies with [clauses (i), (ii) and (iii) of Section 2(c)]; or