definiens: shall mean, with respect to the Company, the first to occur of any of the following transactions : ( a ) the acquisition by any Person or group ( within the meaning of Sections 13(d)(3 ) or 14(d)(2 ) of the Securities Exchange Act of 1934, as amended ) of beneficial ownership of any capital stock of the Company, if after such acquisition, such Person or group would be the ( as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, but assuming that any convertible securities owned by such Person or group or any controlled affiliates thereof are immediately exercisable ), directly or indirectly, of securities of the Company representing a majority of the voting power of the Company ; ( b ) a merger or consolidation of the Company, with any other Person, other than a merger or consolidation which would result in the Company 's voting securities outstanding immediately prior thereto continuing to represent ( either by remaining outstanding or by being converted into voting securities of the surviving entity ) a majority of voting power of the Company immediately after such merger orconsolidation ; or 8 / 1 8 / 2 0 1 7 e x 1 0 1 l g n d a z i y o r o y a l t y a g rh t t p s : / / w w w . s e c . g o v / A r c h i v e s / e d g a r / d a t a / 8 8 6 1 6 3 / 0 0 0 0 8 8 6 1 6 3 1 7 0 0 0 0 9 1 / e x 1 0 1 l g n d a z i y o r o y a l t y a g r . h t m 1 0 / 8 78 / 1 8 / 2 0 1 7 e x 1 0 1 l g n d a z i y o r o y a l t y a g rh t t p s : / / w w w . s e c . g o v / A r c h i v e s / e d g a r / d a t a / 8 8 6 1 6 3 / 0 0 0 0 8 8 6 1 6 3 1 7 0 0 0 0 9 1 / e x 1 0 1 l g n d a z i y o r o y a l t y a g r . h t m 1 1 / 8 7 - 3 - ( c ) the bona fide sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any of its Subsidiaries of all or substantially all the assets of the Company and its Subsidiaries, taken as a whole