definiens: means the occurrence of any of the following events : ( a ) Any person ( as such term is defined under Section 13(d)(3 ) of the Securities Exchange Act of 1934, as amended ( the ) ), corporation or other entity hereafter becomes the beneficial owner ( as such term is defined in Rule 13d-3 under the Exchange Act ) of securities of Memory [ ( other than in a Qualified 2 CONFIDENTIAL TREATMENT IS REQUESTED FOR INFORMATION IN BOLD AND BRACKETS Transaction ) ] representing [ fifty ] percent ( [ 50]% ) or more of the combined voting power of the outstanding securities of Memory which ordinarily ( and apart from rights accruing under special circumstances ) have the right to vote in the election of directors ( calculated as provided in paragraph ( d ) of such Rule 13d-3 in the case of rights to acquire the Memory 's securities ) ( the ) ; ( b ) As a result of a tender offer, merger, sale of assets or other major transaction, the persons who are directors of Memory immediately prior to such transaction cease to constitute a majority of the Board of Directors of Memory ( or any successor corporations ) immediately after such transaction ; ( c ) [ Except in a Qualified Transaction, ] Memory is merged or consolidated with any other person, firm, corporation or other entity and, as a result, the shareholders of Memory, as determined immediately before such transaction, own less than [ fifty - one ] percent ( [ 51]% ) of the outstanding Securities of the surviving or resulting entity immediately after such transaction ; ( d ) Memory transfers all or substantially all of its assets to another person, firm, corporation or other entity ; ( e ) An Industry Buyer acquires twenty percent ( 20 % ) or more of the outstanding Securities of Memory ; or ( f ) ( 1 ) Memory becomes bankrupt or insolvent, or files a petition in bankruptcy or makes a general assignment for the benefit of creditors or otherwise acknowledges in writing insolvency, or is adjudged bankrupt, and Memory ( i ) fails to assume this Agreement in any such bankruptcy proceeding within thirty ( 30 ) days after filing or ( ii ) assumes and assigns this Agreement to a Third Party ; ( 2 ) Memory grants to a party other than [COMPANY] a security interest in any intellectual property licensed to [COMPANY] hereunder ( unless Memory has first granted to [COMPANY] a security interest in such intellectual property to secure Memory 's obligations under this Agreement and the security interest granted by Memory to such party is subordinated or junior in priority to the security interest granted by Memory to [COMPANY], provided, however, [ that if the subordinated or junior security interest is subseqnently released in writing to the satisfaction of [COMPANY], then the security interest granted to [COMPANY] hereunder shall also be released ) ] ; ( 3 ) Memory goes into or is placed in a process of complete liquidation ; ( 4 ) a trustee or receiver is appointed for any substantial portion of Memory 's business who IS not discharged within [ seventy - five ( 75 ) ] days after appointment ; 3 CONFIDENTIAL TREATMENT IS REQUESTED FOR INFORMATION IN BOLD AND BRACKETS ( 5 ) any case or proceeding shall have been commenced or other action taken against Memory in bankruptcy or seeking liquidation, reorganization, dissolution, a winding - up arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or similar act or law of any jurisdiction now or hereafter in effect and is not dismissed or converted into a voluntary proceeding governed by clause ( f)(1 ) above within [ seventy - five ( 75 ) ] days after filing ; or ( 6 ) there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of Memory and such event shall have continued for a period of [ seventy - five ( 75 ) ] days undismissed, not bonded in a manner reasonably satisfactory to [COMPANY] or undischarged