Stock or asset acquisition means (except as provided in subdivision [b] of this section):

(2) acquisition of (i) all or substantially all of the assets of a corporation (other than assets disposed of in the usual or regular course of business actually conducted by such corporation) pursuant to a vote by the shareholders of such corporation pursuant to section 909 of the Business Corporation Law or any similar statute of any other state or foreign nation, by an acquiring person, as such term is referred to in section 208(15) of the Tax Law (see section 1-2.12 of this Title), where the acquiring person is the taxpayer, a partnership of which the taxpayer is a partner, an S corporation in which the taxpayer is a shareholder, if the election provided for in section 660(a) of the Tax Law is in effect with respect to such S corporation, or an estate or trust of which the taxpayer is a beneficiary; or (ii) in the absence of such a statutory requirement, an asset of a corporation, such that immediately prior to the acquisition date such acquiring person owned less than 80 percent of the assets of the corporation (as of the date 18 months prior to such acquisition date) and immediately thereafter owned 80 percent or more of such assets (other than assets disposed of by such corporation in the usual or regular course of business actually conducted by such corporation) but, (iii) only where the value of the assets (valued at cost) so acquired exceeds five million dollars and only where such acquisition occurred on or after the effective date of the enactment of section 612(t) of the Tax Law ( i.e., April 19, 1989).