definiens: shall mean that any or as such terms are use d in Sections 13(d ) and 14(d)(2 ) of the Securities Excha nge Act of 1934 ( the ), becomes a beneficial o wner, as such term is used in Rule 13d-3 promulgated under t he Act, of securities of [COMPANY] representing more t han [ * * * ] of the combined voting power of the outstanding sec urities of [COMPANY] having the right to vote in the e lection of directors ; or ( b ) all or substantially all the busi ness or assets of [COMPANY] are sold or disposed of, o r [COMPANY] or a subsidiary of [COMPANY] combines with another company pursuant to a merger, consolidation, or other simil ar transaction, other than ( i ) a transaction solely for the purpose of re incorporating [COMPANY] or one of its subsidiaries in a different jurisdiction or recapitalizing or re classifying [COMPANY] ’s stock ; or ( ii ) a merger or con solidation in which the shareholders of [COMPANY] immediately prior to such merger or consolidation continue to own at least a majority of the outstanding voting securities of Ve rtex or the surviving entity immediately after the merger or consolidation