definiens: means that any of the following has occurred : ( a ) any Person becomes the beneficial owner, directly o r indirectly, of [ * ] or more of the Voting Stock of Rigel ; or ( b ) Rigel enters into an agreement with any Person prov iding for the sale or other disposition of all or substantially all of the asse ts of Rigel ; or ( c ) Rigel closes an agreement with any Person providing for a consolidation or merger of Rigel with another person or other entity ( other th an with any of Rigel ’s subsidiaries ) that results i n the shareholders of Rigel immediately before the occurr ence of the consolidation or merger receiving only cash for their Rigel shares or securities ( whether or not in combination with cash ) representing, in the aggreg ate, less than [ * ] of the Voting Stock of the surviving entity immedi ately after consolidation or merger ; or ( d ) a change in Rigel ’s Board of Directors occurs with the result that the members of the Board on the date of this Agreement ( the ) no longer constitute a majority of suc h Board of Directors, provided that any person becoming a d irector ( other than a director whose initial assump tion of office is in connection with an actual or threatene d election contest or the settlement thereof, inclu ding but not limited to a consent solicitation, relating to the election of directors of Rigel ) whose election or n omination for election was supported by at least two - thirds ( 2/3 ) of the then Incumbent Directors shall be considere d an Incumbent Director for purposes hereof ; or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE S ECURITIES EXCHANGE ACT OF 1934, AS AMENDED