definiens: means the occurrence of any of the following even ts : ( a ) any Person becomes the owner, directly or indirectly, of more than fifty percent ( 50 % ) of the total voting power ( on an as converted basis ) of the equity units or other interests of Licensee then outstanding that are normally entitled to vote in the election of direct ors of Licensee other than in connection with a financing or series of financing transactions ; ( b ) the merger, consolidation or amalgamation of Licens ee with or into any other Person, other than any trans action in which the holders of the outstanding voti ng securities of Licensee immediately prior to the tra nsaction own, directly or indirectly, not less than fifty percent ( 50 % ) of the total voting power ( on an as c onverted basis ) of 2 the voting securities of the party surviving such m erger, consolidation or amalgamation ; or ( c ) the sa le of all or substantially all of the assets of Licens ee