definiens: shall mean any of the following events : ( 1 ) any individual, entity or group ( within themeaning of Section 13(d)(3 ) of the Exchange Act ) ( a ) acquires beneficial ownership, directly or indirectly(within the meaning of Rule 13d–3 promulgated under the Exchange Act ) ( a ), of 50 % or more of thecombined voting power of the then - issued and outstanding shares of the voting common stock or similar securities orinterests of [COMPANY] ( the ), ( 2 ) the occurrence of a merger, consolidation, share exchange, sale, issuance, disposition, transfer of capital stock or similar corporate transaction involving any [COMPANY] Entity, whether or not any 53such any [COMPANY] Entity is the surviving corporation, other than a transaction which would result in the Voting Stockoutstanding immediately prior thereto continuing to represent ( either by remaining outstanding or by being converted intovoting securities of the surviving entity ) at least 50 % of the voting stock of any applicable [COMPANY] Entity or such survivingentity immediately after such transaction or ( 3 ) the sale, transfer or disposition of a majority of the consolidated assets of anyBioScrip Entity to any Control Person other than any [COMPANY] Entity or any Subsidiary thereof