definiens: means any of the following transactions : ( a ) a merger, reorganization, restructuring, or consolidation of Diversa which results in the holders of the voting securities of Diversa outstanding immediately prior thereto ceasing to hold at least fifty percent ( 50 % ) of the combined voting power of the surviving entity or its parent immediately after such merger, reorganization, or consolidation ; ( b ) the sale or transfer which is effectively a sale of all or substantially all of the assets of Diversa ; or ( c ) anyone ( 1 ) person ( other than Diversa, any trustee or other fiduciary holding securities under an employee benefit plan of Diversa, or any corporation owned directly or indirectly by the stockholders of Diversa, in substantially the same proportion as their ownership of stock of Diversa ), together with any such person 's or, as such terms are used in the Securities Exchange Act of 1934, as amended, becoming the beneficial owner of fifty percent ( 50 % ) or more of the combined voting power of the outstanding securities of Diversa or by contract or otherwise having the right to control the Board of Directors or equivalent governing body of Divers a or the ability to cause the direction of management of Diversa