definiens: means the occurrence of any of the following events : ( a ) Any person ( as such term is defined under Section 13(d)(3 ) of the Securities Exchange Act of 1934, as amended ( the », corporation or other entity is or becomes the beneficial owner ( as such term is defmed in Rule 13d-3 under the Exchange Act ) of securities ofPredix representing fifty percent ( 50 % ) or more of the combined voting power of the outstanding securities or ownership interests ofPredix which ordinarily ( and apart from rights accruing under special circumstances ) have the right to vote in the election of directors ( calculated as provided in paragraph ( d ) of such Rule 13d-3 in the case of rights to acquire the Predix securities ) ; ( b ) As a result of a tender offer, merger, sale of assets or other major transaction, the persons who are directors of Predix immediately prior to such transaction cease to constitute a majority of the Board of Directors of Predix ( or any successor corporations ) immediately after such transaction ; ( c ) Predix is merged or consolidated with any other person, firm, corporation or other entity and, as a result, the shareholders of Predix, as determined immediately before such transaction, own less than fifty - one percent ( 51 % ) of the outstanding securities or ownership interests of the surviving or resulting entity immediately after such transaction ; or ( d ) Predix transfers all or substantially all of its assets to another person, firm, corporation or other entity