definiens: means the occurrence after the Effective Date, in one or a series of transactions, ofany of the following : ( i ) any person ( as such term is used in Sections 13(d ) and 14(d)(2 ) of the Securities ExchangeAct of 1934, as amended from time to time ( the ) ), acting alone or in conceit with others, assumes orotherwise gains, directly or indirectly, beneficial ownership ( as defined in Rule l 3d-3 of the Exchange Act ) ofsecurities representing 50 % or more of the combined voting power of the then outstanding securities of KemPharmand / or its Affiliates or its or their successors ; ( ii ) any merger, consolidation, security exchange, division, or sale orother disposition of all or substantially all of the assets of [COMPANY] and/or its Affiliates or its or their successors orany other transaction in which [COMPANY] and/or its Affiliates or its or their successors become the subsidiary ofanother company which is consummated or approved by the equity holders of [COMPANY] and/or its Affiliates or its ortheir successors ; and ( iii ) any approval by the equity holders of [COMPANY] and/or its Affiliates or its or theirsuccessors of a plan of liquidation