definiens: shall mean, with respect to [COMPANY], any transaction or series of related transactions that would occasion : ( A ) any consolidation, merger, shar e exchange, conversion or other form of corporate reorganizatio n or business combination involving [COMPANY], othe r than any such consolidation merger, share exchange, conv ersion or other form of corporate reorganization or business combination which would result in the record and be neficial owners of the voting securities of Neuroge sX outstanding immediately prior to such event continu ing to own, in substantially the same proportions, voting securities representing ( either by remaining outsta nding or by being converted into voting securities of the surviving entity or any parent thereof ) a majority of the voting power of the voting securities of the surviving or resulting person, ( B ) a sale, lease, or other trans fer of all or substantially all of the assets of Ne urogesX to a person or group ; ( C ) any sale, transfer, tender off er or exchange offer for fifty percent ( 50 % ) or mor e of the outstanding voting securities of [COMPANY] ; or ( D ) any person or group acting in concert to control Ne urogesX having acquired beneficial ownership or the right t o acquire beneficial ownership of fifty percent ( 50 % ) or more of the outstanding voting securities of NeurogesX. For purposes of the foregoing, a person or group sh all not be deemed to have of any shares that any such person or group has the right to acq uire, if such right has not been exercised and any required consideration therefore has not been paid and and shall have the meanings given to such terms when used in Sections 13(d ) and 14(d ) of the Unite d States Securities Exchange Act of 1934