definiens: means with respect to MabVax : ( a ) the sale of all or substantially all of its assets ; ( b ) any issuance, sale, or transfer of the outstanding shares of capital stock or equity of MabVax ( whether in a single transaction or in a series of related transactions ) as a result of which the holders of the voting power of the outstanding capital stock or equity ofMabVax immediately prior to such transaction, own less than fifty percent ( 50 % ) of the then outstanding capital shares of securities entitled to vote generally in the election of the directors ( or other managing authority ) ofMabVax or the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction ; or ( c ) the merger or consolidation of MabVax with another entity ( whether ina single transaction or in a series of transactions ) as a result of which the holders of the voting power of the outstanding capital stock ofMab Vax immediately prior to such transaction, own less than fifty percent ( 50 % ) of the then outstanding capital shares of securities or equity entitled to vote generally in the election of the directors ( or other managing authority ) ofMabVax or the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction