definiens: means the occurrence of any of the following events : ( a ) any or ( as such terms are used in Sections 13(d ) and -78 -14(d ) of the Exchange Act ) becomes the ( as defined in Rule 13d-3 and 13d-5 under the Exchange Act ) of more than fifty percent ( 50 % ) of the total voting stock of a [COMPANY] Entity or ( b ) a [COMPANY] Entity consolidates with, or merges with or into, another person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any person, or any person consolidates with, or merges with or into a [COMPANY] Entity, in any such event pursuant to a transaction in which the holders of the outstanding voting stock of that [COMPANY] Entity immediately prior to such transaction hold less than fifty percent ( 50 % ) of the outstanding voting stock of the surviving or transferee company or its parent company immediately after such transaction or immediately after such transaction any or ( as such terms are used in Sections 13(d ) and 14(d ) of the Exchange Act ) is the ( as defined in Rules 13d-3 and 13d-5 under the Exchange Act ), directly or indirectly, of more than fifty percent ( 50 % ) of the total voting stock of the surviving or transferee company or its parent company ; provided, however, that a shall not include a transfer of all or substantially all of the assets of a [COMPANY] Entity to one or more wholly owned subsidiaries or any merger or consolidation of [COMPANY] immediately after which holders of the outstanding voting stock of that [COMPANY] entity immediately prior to such transaction hold fifty percent ( 50 % ) or more of the outstanding voting stock of the surviving company or its parent company . For purposes of this definition, means the Securities Exchange Act of 1934 and the rules and regulations of the U.S. Securities and Exchange Commission thereunder, and any successor to such statute or such rules and regulations