definiens: means, as to [COMPANY] or [COMPANY], the occurrence of a tender offer, stock purchase, otherstock acquisition, merger, consolidation, recapitalization, reverse split, sale or transfer of assets or other transaction, or series of transactions, as a result of which any person, entity or group, other than an Affiliate of [COMPANY] orDurect, as the case may be, prior to the occurrence of such event ( a ) becomes the beneficial owner, directly orindirectly, ofCONFIDENTIAL2 securities of [COMPANY] or [COMPANY], as the case may be, representing more than 50 % of the ordinary shares ofAlpharma or [COMPANY], as the case may be, or representing more than 50 % of the combined voting power with respect tothe election of directors of [COMPANY] or [COMPANY], as the case may be, ( b ) obtains the ability to appoint a majority of theboard of directors of [COMPANY] or [COMPANY], as the case may be, or ( c ) obtains the ability to direct the operations ormanagement of [COMPANY] or [COMPANY], as the case may be