definiens: shall mean the occurrence of any of the following events with respect to [COMPANY] : ( i ) there shall be consummated ( A ) any merger, consolidation or combination involving [COMPANY] in which [COMPANY] is not the continuing or surviving corporation, or pursuant to which shares of [COMPANY] 's voting stock would be converted in whole or in part into cash ( excluding any such transaction in which only fractional shares are so converted to cash ), or ( B ) any sale, lease, exchange or transfer ( in one transaction or a series of related transactions ) of all or substantially all of the assets of [COMPANY], or ( ii ) any person, company, corporation or other entity shall become the beneficial owner ( within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 ) of securities of [COMPANY] representing 50 % or more of the combined voting power of then outstanding securities ordinarily ( and apart from rights accruing in special circumstances ) having the right to vote in the election of directors, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise . The parties hereto agree that a sale, lease, exchange or transfer of all or substantially all of the Intellectual Property Rights of [COMPANY] shall constitute a sale, lease, exchange or transfer ( as the case may be ) of all or substantially all of the assets of [COMPANY] for purposes hereof The parties hereto further agree that a sale, lease, exchange or transfer of [COMPANY] assets which does not include all or substantially all of the Intellectual Property Rights of [COMPANY] shall not constitute a sale, lease, exchange or transfer ( as the case may be ) of all or substantially all of the assets of [COMPANY] for purposes hereof, unless after giving effect to such transaction, [COMPANY] would be unable to pay its debts as they become due, would become insolvent or would cease operations as a going concern