definiens: means, with respect to Purchase r, the occurrence of any of the following : ( i ) a me rger, consolidation, reorganization or similar transactio n involving Purchaser and a Third - Party after the c ompletion of which the stockholders of Purchaser immediately prior to the completion of such merger, consolidati on, reorganization or similar transaction beneficially own ( within the meaning of Rule 13d-3 promulgated u nder the Securities Exchange Act of 1934, as amended ), direc tly or indirectly, outstanding voting securities re presenting less than fifty percent ( 50 % ) of the combined votin g power of either the surviving company in such mer ger, consolidation, reorganization or similar transactio n or the person that controls the surviving company, ( ii ) the direct or indirect acquisition by any person or ent ity of more than fifty percent ( 50 % ) of the voting capital stock or securities of Purchaser, ( iii ) a sale, exchange or other transfer of all or substantially all of th e assets, properties or rights of Purchaser or relating to the Purchaser ’s business of developing, processing, manufacturin g, packaging, distributing or selling breast implants, or other businesses, in a single or series of tran sactions ; or ( iv ) the present members of Purchaser ’s board of di rectors ( or individuals selected by a majority of t he present members of Purchaser ’s board of directors ) cease fo r any reason to constitute at least a majority of P urchaser ’s board of directors . For purposes of this definition, means the right to exercise voting power with respect to the election of directors or similar man aging authority of Purchaser ( whether through direc t or indirect beneficial ownership of shares or securities of Pur chaser or otherwise )