definiens: means the announcement of any agreement or the consummation of any transaction of the following events : ( a ) any Specified Person ( or group of Specified Persons acting in concert ) becomes the beneficial owner, directly or indirectly, of more than fifty percent ( 50 % ) of the total voting power of the stock then outstanding of ECR normally entitled to vote in elections of directors ; ( b ) ECR consolidates with or merges into a Specified Person, or any Specified Person consolidates with or merges into ECR, in either event pursuant to a transaction in which more than fifty percent ( 50 % ) of the total voting power of the stock outstanding of the surviving entity normally entitled to vote in elections of directors is not held by the parties holding at least fifty percent ( 50 % ) of the outstanding shares of ECR preceding such consolidation or merger ; ( c ) ECR conveys, transfers or leases all or substantially all of its assets to a Specified Person, or ( d ) any other arrangement whereby a Specified Person controls or has the right to control the board of directors or equivalent governing body that has the ability to cause the direction of the management or policies of ECR . For purposes of this Section, means any individual, entity or group ( within the meaning of Section 13(d)(3 ) or 14(d)(2 ) of the U.S. Securities Exchange Act of 1934, as amended ), that, as of the consummation of the Change of Control, is marketing, promoting, detailing, distributing, offering to sell or selling a Competitive Product in the Territory and such Competitive Product represents greater than 50 % of the revenues of such Specified Person or has filed an application for regulatory approval in the Territory with respect to such a Competitive Product