definiens: means the occurrence of any of the following : ( a ) [COMPANY] consummates a merger, consolidation, stock sale or other similar transaction or series of transactions with another Person ( other than [COMPANY] Sciences Ltd. or anyaffiliate thereof ) pursuant to which : ( i ) the individuals and entities that were the beneficial owners of the2outstanding voting securities of [COMPANY] immediately prior to such transaction beneﬁcially own, directly or indirectly, lessthan ﬁfty percent ( 50 % ) of the combined voting power of the then outstanding voting securities entitled to vote generally inthe election of directors or similar governing persons of the corporation or other entity resulting from such transaction ( ), or ( ii ) less than ﬁfty percent ( 50 % ) of the members of the board of directors or similar governing body of theSuccessor were members of the board of directors of [COMPANY] at the time of the execution of the relevant transactionagreement ; or ( b ) [COMPANY] enters into a sale or transfer of all or substantially all of its assets