definiens: ) . A Change of Control means an occurrence any of the following:(a ) Any ( as such term is used in Sections 13(d ) and 14(d ) of the Securities Exchange Act of 1934, as amended(the ) ) becomes the ( as defined in Rule 13d-3 of the Exchange Act ), directly or indirectly, of securities ofArcutis representing more than 50 % of the total voting power represented by [COMPANY] ’s then outstanding voting securities ; or(b ) The consummation of the sale or disposition by [COMPANY] all or substantially all of its assets ; or 16CONFIDENTIAL ( c ) The consummation of a merger or consolidation of [COMPANY] with any other corporation, other than a merger orconsolidation which would result in the voting securities of [COMPANY] ’s outstanding immediately prior thereto continuing to represent ( either byremaining outstanding or by being converted into voting securities of the surviving entity or its parent ) at least 50 % of the total voting powerrepresented by the voting securities of [COMPANY] or such surviving entity or its parent outstanding immediately after such merger orconsolidation