definiens: shall mean an event where : ( A ) any Person(s ) acquire beneficial ownership of capital stock of WARNER - LAMBERT entitling the holder(s ) thereof to at least fifty - one percent ( 51 % ) of the voting power of the then outstanding capital stock of WARNER - LAMBERT with respect to the election of directors of WARNER - LAMBERT, or ( B ) WARNER - LAMBERT enters into a merger, consolidation or similar transaction with another Person ( the ) in which ( i ) WARNER - LAMBERT is not the surviving corporation in such transaction, ( ii ) the members of the Board of Directors of WARNER - LAMBERT prior to such transaction constitute less than one half of the members of the Board of Directors of the Acquiring Corporation following such transaction, and ( iii ) at least fifty - one percent ( 51 % ) of the voting power of the outstanding capital stock of the Acquiring Corporation with respect to the election of directors following such transaction is held by Persons who were shareholders of the Acquiring Corporation prior to such transaction, or ( C ) WARNER - LAMBERT sells to any Person(s ) in one or more related transactions properties or assets representing at least fifty - one percent ( 51 % ) of ( i ) WARNER - LAMBERT 's consolidated total assets as reflected on its most recent Annual Report on Form 10 - K or Quarterly Report on Form 10 - Q, provided that all or substantially all of the properties and assets used in connection with WARNER - LAMBERT 's pharmaceutical business are included in such transaction(s ) and ( ii ) WARNER - LAMBERT 's consolidated operating income for the most recent fiscal year as reflected on its most recent Annual Report on Form 10 - K