definiens: shall mean : ( i ) the liquidation or dissolution of Intercept or the sale or other transfer by Intercept of all or substantially all of its respective assets ; or ( ii ) the occurren ce of a tender offer, stock purchase, other stock acquisition, merger, co nsolidation, recapitalization, reverse split, sale or transfer of assets or other transaction, as a result of which a ny person or entity ( x ) becomes the beneficial owne r, directly or indirectly ( including through multiple entities ), o f respective securities of Intercept representing m ore than fifty percent ( 50 % ) of the combined voting power with res pect to the election of directors of Intercept, ( y ) obtains the ability to appoint a majority of the Board of Direc tors of Intercept, or ( z ) obtains the ability to di rect the operations or management of Intercept or any successor to the business of Intercept