definiens: means any of the following events : ( a ) any Person becomes the ( as such term is usedin Section 13(d ) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder ( or, in each case, any successor thereto ), itbeing understood that a Person shall not be deemed to have of ( x ) any securities tendered pursuant to a tender orexchange oﬀer made by or on behalf of such Person or any of its Aﬃliates until such tendered securities are accepted for purchase or exchangethereunder, or ( y ) any securities if beneficial ownership in respect thereof ( i ) arises solely as a result of a revocable proxy delivered in response toa proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act, and ( ii ) is not also then reportableon Schedule 13D or Schedule 13 G ( or any successor schedule ) under the Exchange Act, directly or indirectly, of a majority of the total votingpower represented by all classes of capital stock then outstanding of Esperion normally entitled to vote in elections of directors ; ( b ) ( i ) Esperionreorganizes, consolidates or comes under common control with, or merges into another corporation or entity, or ( ii ) any corporation or entityreorganizes, consolidates or comes under common control with, or merges into Esperion, in either event of the foregoing clauses ( i ) or ( ii ), wherestockholders of Esperion immediately prior to the consummation of such transaction hold less than ﬁfty percent ( 50 % ) of the securitiesoutstanding of the surviving entity normally entitled to vote in elections of directors immediately following consummation of such transaction ; or(c ) Esperion conveys, transfers or leases all or substantially all of its assets to any Person other than a directly or indirectly wholly owned Aﬃliateof Esperion