definiens: means, with respect to [COMPANY], the closing of any of the following : ( a ) the sale ordisposition ( including by grant of exclusive license ) of all or substantially all of the assets of [COMPANY], ( b ) the acquisition bya Third Party ( directly or indirectly, including through participation in a group ) of beneficial ownership of more than fiftypercent ( 50 % ) of the outstanding shares of voting capital stock of [COMPANY], ( c ) the merger or consolidation of [COMPANY] otherthan, in the case of this clause ( c ), an acquisition or merger or consolidation of [COMPANY] in which holders of shares of thevoting capital stock of [COMPANY], as the case may be, immediately prior to the acquisition, merger or consolidation shall haveat least fifty percent ( 50 % ) of the ownership of voting capital stock of the acquiring Third Party or the surviving corporationin such merger or consolidation, as the case may be, immediately after the merger or consolidation, or ( d ) any other event orsequence of events occurs which directly or indirectly results in a Third Party having the ability to exercise control over themanagement or policies of [COMPANY]