definiens: shall, mean ( i ) the liquidation or dissolution of [COMPANY] or the sale or other transfer by [COMPANY] ( excluding transfers to subsidiaries ) of all or substantially all of its assets ; or ( li ) the occurrence of a tender offer, stock purchase, other stock acquisition, merger, consolidation, recapitalization, sale or transfer of assets, or other transaction as a result of which any person, entity or group which is not a stockholder of [COMPANY] ( or an affiliate of any such stockholder ) as of the date of this Agreement ( a ) ( A ) becomes the beneficial owner, directly or indirectly, of securities of [COMPANY] representing more than 50 % of the ordinary shares of [COMPANY] or representing more than SO% of the combined voting power with respect to the election of directors ( or members of any other governing body ) of [COMPANY] 's then outstanding securities, ( B ) ob~ the ability to appoint a majority of the Board of Directors ( or other governing body ) of [COMPANY], or ( C ) obtains the ability to direct the general operations or management of [COMPANY] or any successor to [COMPANY] 's business ; provided