definiens: has the meaning provided in Section 3.6.1 . shall mean any ( a ) direct or indirect acquisition of all or substantially allof the assets of Regulus, ( b ) direct or indirect acquisition by a Person, or group of Persons acting in concert, of fifty percent ( 50 % ) or more of the voting equity interests of Regulus, ( c ) tender offer or exchange offerthat if consummated would result in any Person, or group of Persons acting in concert, beneficially owningfifty percent ( 50 % ) or more of the voting equity interests of Regulus, or ( d ) merger, consolidation, otherbusiness combination or similar transaction involving Regulus, pursuant to which any Person would own allor substantially all of the consolidated assets, net revenues or net income of Regulus, taken as a whole, orwhich results in the holders of the voting equity interests of Regulus immediately prior to such merger, consolidation, business combination or similar transaction ceasing to hold fifty percent ( 50 % ) or more of thecombined voting power of the surviving, purchasing or continuing entity immediately after such merger, consolidation, business combination or similar transaction, in all cases where such transaction is to beentered into with any Person other than [COMPANY]