definiens: shall mean : ( a ) the bona fide acquisition by any Person or group ( within the meaning of Sections 13(d)(3 ) or 14(d)(2 ) of the Securities Exchange Act of 1934 ) of beneficial ownership of any capital stock of the Parent or Licensor, if after such acquisition, such Person or group would be the ( as defined in Rule 13d- 3 under the Securities Exchange Act of 1934 ), directly or indirectly, of securities of the Parent or Licensor representing more than fifty percent ( 50 % ) of the combined voting power of the Parent ’s or Licensor ’s then outstanding securities entitled to vote generally in the election of director s ; - 3 - 11666976_4.DOC ( b ) the consummation after approval by the Parent ’s or Licensor ’s stockholders of a bona fide merger or consolidation of the Parent or Licensor, with any other Person, other than a merger or consolidation which would result in the Parent ’s or Licensor ’s voting securities outstanding immediately prior thereto continuing to represent ( either by remaining outstanding or by being converted into voting securities of the surviving entity ) more than fifty percent ( 50 % ) of the combined voting power of the Parent ’s or Licensor ’s voting securities or such surviving entity ’s voting securities outstanding immediately after such merger or consolidation ; or ( c ) the bona fide sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Parent or any of its subsidiaries of all or substantially all the assets of ( i ) the Parent and its subsidiaries taken as a whole or ( ii ) Licensor, except in the case of both ( i ) and ( ii ) if such sale, lease, transfer, exclusive license or other disposition is to a majority owned ( direct or indirect ) subsidiary of the Parent