definiens: shall mean the replacement of Henry L. Nordhoff as Chief Exe<:utivc Officer orOen - Probe ; provided . how ~ ver that ( a ) 110 Change - in - CEO will occur if the successor to Mr. Nordhoff has been an employee of Gen - Probc for al least the one - year period pre<:eding the date on wllieh he or she is appoiu!ed CEO and ( b ) no Change - in - CEO will occur if Mr. Nordhoff remains as Chaimmn of Gen - Probe . In the event that Mr. NordholT does rIO ! remain as Chairman, and his SUCCCSSQT ! Ill I'rc$ident and CEO has not been an employee of Gen - I'robe for II ! leasl one yeaT before the laler of Mr, Nordhoff 's termination as ( i ) President and CEO or ( ii ) Chainnan . then DiagnoCurc shall h / lve the oplion for a period of six months 10 ! emllnale the right of the President and CEO of Ocn - Probe, pursuant to Section 6.5.2 . 10 make lhe fil\.ill de<:ision in ordcr to roolve a Program Dispute 1.'1 · · CllIlng~-jn . Culllrlll " sh : IlJ mean, with respe<;:1 to Gen - I'robe, ( a ) Ihe acquIslllon of Gen - Probe by Mother entity by means of any trIIIISaCtion or series of relaled uansactions ( including, wilhout limitalion, any reorganizalion, merger or consolidation . bUI excluding any merger effccloo e)lclusively for the pl.lrpl').Se of changing the domicile of Gen­Probe ) ; ( b ) the sale . transfer or other disposition of all or Sllbsla / ltially all of the as.~ of Gen­Probe ( iocluding without limitation all of its asselS relating to this Agreement ) ; or ( c ) the sale of all or subslantially all of the capital stock ofGen - Probe ; UIIfcss in each of clauses ( a ) through ( e ) above, Gen - Probe 's stockholders ofreoord immediately prior to such acquisition or sale hold ( by virtue of lhe sccurilies issued in consideration for Om - Probe 's acquisition or sale or otherwise ) greater than fifty pen : ent ( 50 % ) of the total voting power of the surviving or acquiring enmy