definiens: shall be deemed to have taken placeif ( a ) a third party, including a as defined in section 13(d)(3 ) of the Securities Exchange Act of 1934but excluding the current directors of [COMPANY], becomes the beneficial owner of shares having fiftypercent ( 50 % ) or more of the total number of votes that may be cast for the election of directors ofBioenvision ; or ( b ) as the result of, or in connection with, any cash tender or exchange offer, merger or otherbusiness combination, sale of assets or contested election, or any combination of the foregoing transactions(a ), ( X ) the persons who were directors of [COMPANY] before the Transaction shall cease toconstitute a majority of the Board of Directors of [COMPANY] or any successor to [COMPANY], or ( Y ) thereis the sale, exchange of other disposition of all or substantially all of [COMPANY] ’s assets to a third party