definiens: means any of the following transactions : ( a ) a merger, reorganization, restructuring, orconsolidation of Diversa which results in the holders of the voting securities of Diversa outstanding immediately prior theretoceasing to hold at least 50 % of the combined voting power of the surviving entity or its parent immediately after such merger, reorganization, or consolidation ; ( b ) the sale or transfer which is effectively a sale of all or substantially all of the assets ofDiversa ; or ( c ) any one person ( other than Diversa, any trustee or other fiduciary holding securities under an employee benefitplan of Diversa, or any corporation owned directly or indirectly by the stockholders of Diversa, in substantially the sameproportion as their ownership of stock of Diversa ), together with any such person ’s or, as such termsare used in the Securities Exchange Act of 1934, as amended, becoming the beneficial owner of 50 % or more of the combinedvoting power of the outstanding securities of Diversa or by contract or otherwise having the*Confidential Treatment Requested2 right to control the Board of Directors or equivalent governing body of Diversa or the ability to cause the direction ofmanagement of Diversa