definiens: sha ll mean, with respect to [COMPANY], the occurrence of any of the following eve nts : ( i ) a merger, consolidation or other reorganization involving Vyt eris or its parent in which [COMPANY] or its parent, as the case may be, is not t he surviving entity ; ( ii ) the occurrence of a Liquidity Event ; ( iii ) any Person o r ( as such terms are defined in Sections 13(d ) and 14(d ) of the Exchange Act ) becomes the ( as defined in Rule 13d-5 under the Exchange Act, except that a person shall be deemed to have of a ll securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time ), directly or ind irectly, of more than fifty percent ( 50 % ) of the total voting power of the issu ed and outstanding voting capital stock of [COMPANY] normally entitled to vote in the election of directors of [COMPANY] ; ( iv ) during any consecutive two ( 2 ) yea r period, individuals who at the beginning of such period constituted the Board of Directors of [COMPANY] ( together with any new directors whose election by the stockholders of [COMPANY] was approved by a majority of the directors then st ill in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved ) cease for any reason to constitute a majority of the Board of Directors of [COMPANY] then in office ; or ( v ) a sale, exchange, transfer or other disposition, whether vo luntary or involuntary, to another Person of all or substantially all ( A ) the assets of [COMPANY] or ( B ) the assets relating to the manufacture, marketing, sale or distribution of the Products ; PROVIDED, HOWEVER, for purposes of clause ( v ) of this definition, sha ll not include ( 1 ) the Permitted Encumbrance, or ( 2 ) the granting -3- by [COMPANY] of a lien, security interest, pledge or other encumbrance in favor of a bona - fide lender as security for indebtedness for borrowed money of [COMPANY] to such lender so long as [COMPANY] complies with the pr ovisions of Section 2.2(a)(ix ) hereof