definiens: shall mean : 1 . the sale, lease, transfer, conveyance, or other disposition of all or substantially all of SANQUIN 's assets ; 11 . a merger, consolidation, reorganization or other similar transaction that results in SANQUIN retaining less than 50 % ownership of the entity that survives the transaction or otherwise has the effect of SANQUIN not being the surviving entity in such transaction ; iii . the sale of greater than 40 % of the voting equity interests ofSANQUIN to one or more third parties ; IV . approval by SANQUIN 's Board of a plan of complete liquidation ; or v. the individuals constituting the Board ofSANQUIN as of the date of this Agreement ( the ) cease for any reason to constitute at least 112 of the members of the Board ; provided, however, that if the election, or nomination for election of any new director was approved by a vote of the Incumbent Board, such new director shall be considered a member of the Incumbent Board