definiens: shall mean the occurrence of any of the folloWing : ( a ) AA:@QuisiR9n ( ~~~ direc ~ Y from deCODE < oP ~ nt ) of ~ y, yoting sec~~of .:I .. ' P8re,'! .. Vtit1ntJ secUritiesPersoolt ( is·tbe'tetm, dbJt \,,',,01':~',,_~, ', ', .. ', .. ' pers . 0 . ( 13(d ) or J 4(d ) of the SeeuiijiCs E ~ cAQt of 19~~aS iM., ; . ', ' », i m, ' m, ' edi, ' ately,,,, ; ' .~,,, ' ' : ' ., > ~&~,mpi, ~(O)thethen;:~rs : uffi(hlg~ J,{oi1Wydtherseeutities into wlii ~ h ~ uCh s, o(~onimon stOOiCate :, : { df whicbsuch shaies o~ common stock are exc~ ) ( the ) dr ( 2 ) bitiedvotiDgpower of deCODE Parent 's then - outstanding Voting Securities ; 1 ( b ) The individuals who, as of Effective Date, are members of the board of directors of deCODE Parent ( the ), ( i ) cease for any reason to constitute at least a majority of the members of the board of directors of deCODE Parent or ( ii ) following a Merger ( as hereinafter defined ), do not for any reason constitute at least a majority of the members of the board of directors of ( x ) the corporation resulting from such Merger ( the ), if fifty percent ( 50 % ) or more of the combined voting power 9f the then - outstanding voting securities of the Surviving Corporation is not Beneficially Owned, directly or indirectly, by another Person ( a ) or ( y ) if there is one or more than one Parent Corporation, the ultimate Parent Corporation ; provided, however, that, any individual becoming a director subsequent to the date hereof whoSe election, or nomination for election by such company 's shareholders . was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a PerSon other than the board of directors of deCODE Parent ( a ), including by reason of any agreement intended to avoid or settle any Proxy Contest ; or ( c ) The consummation of : ( i ) A merger, consolidation or reorganization ( 1 ) with or into deCODE Parent or a direct or indirect subsidiary of deCODE Parent or ( 2 ) in which securities of deCODB Parent are issued ( both 1.6(c)(i)(1 ) and ( 2 ) are defined as a ), unless such Merger is a A shall mean a Merger in which : ( A ) the stockhol ~ rs of deCODE Parent immediately before sJlCh Merger own directly or indirectly . immediately following such Merger at least·(ifty percent ( 50 % ) of the combined voting power of the outstanding voting securities of ( x ) the Surviving Corporation, if there i ~ no Parent Corporation or ( y ) if there is one or more than one Parent Corporation, the ultimate Parent Corporation ; ( B ) the individUJtls who were members of the IncUQlbent ll~ immediately prior to the execution Qf the agreement providing for such Merger·constitUte at least a majority of themembeI 's of the board of directors of ( x ) the Survi ~ B Corporation, if there is no Parent Corporation, or ( y ) if there is one or more thanoll'e Parent Corporation . the ultimate Parent Corporation ; and ( C ) no Person olller than ( 1 ) deCODE Parent . or ( 2 ) any Person who, inu;nediately prior to the Merger ~ifleneficial Ownership of fifty percent ( ~O%:).ormQte 9f;tlJ.e#leuoutstandini.$~ or ¥ ~g ~urities, bas Beneficial Ownership, 4irectlY(}f 91, : ...... i ( ) f ~ ftY ~ f(~~i,:!J " qIOfC of the combin~ voting po,!er ? f .~ Q\lt$ .. . .... g VotingSCClQ'tttesor~()n stock of ( x ) the SurvlvlDg Corporation . If flflY ~rCeDf(50 % ) ormOie ' of the ~ined voting power of the then outstanding v()Qllg $ eCurities of.the SurVivmg COtpQtation is not Beneficially Owned, directly orill ~ y by a Pomrit Corporati()n, Qf ( y ) if tIlere is one or more than one Parent Corporation . the ultimJte Parent Cotpotation ; provi~ however, that any Person describe4 in clause ( 2 ) of thissubsectian ( C ) may not . infulediately following the Merger, Beneficially Own mote than thirty . ~t ( ao ., ) of the combined voting power of the outstanding voting securiIjoa . qt •• ~:viJlg ~QIl or the Parent Corporation, as applicable . for the Merger to Constitute a NQn .. Contr()1 Transaction