definiens: shall mean an event where : ( i ) any, meaning any natural person(s ), corporation(s ), general partnership(s ) . limited partnexship(s ), joint venture{s ), proprietor - shipes ) or business organization{s ), acquires beneficial ownership of capital stock of a party entitling the holder(s ) thereof to at least fifty - one percent ( 51 % ) of the voting power of the then outstanding capital stock of [COMPANY] with respect to the election of directors of [COMPANY] ; or ( ii ) [COMPANY] enters into a merger, consolidation or similar transaction with another Person ( the " Acquiring Corporationj in which ( A ) [COMPANY] is not the surviving corporation in such transaction ; or ( B ) the members of the Board of Directors of .Cygnus prior to such transaction constitute less than one - half of the members of the Board of Directors of the Acquiring Corporation following such transaction ; or ( C ) at least fifty - one percent ( 51 % ) of the voting power of the outstanding capital stock of the Acquiring Corporation with respect to the election of directors following such transaction is held by Persons who were shareholders of the Acquiring Corporation prior to such transaction ; or ( iii ) [COMPANY] sells to any Person(s ) in one or more related transactions, properties or assets representing at least fifty - one percent ( 51 % ) of [COMPANY] ' consolidated total assets as reflected on its most recent Annual Report on Fonn 10 - K or Quarterly Report on Form 10 - Q. provided that all or substantially all of the properties and assets used in connection with [COMPANY] ' business are included in such transaction(s )