definiens: shall mean any of the following events ( i ) the acquisition by any person or group or entity of ( as hereinafter defined ) directly or indirectly, of more than fifty percent ( 50 % ) of the shares ofNeurocrine ’s capital stock or other voting securities, the holders of which have general voting power under ordinarycircumstances to elect at least a majority of [COMPANY] ’s board of directors or equivalent body ( the ) ; ( ii ) the approval by the shareholders of [COMPANY] of a merger share exchange, reorganization, consolidation or othersimilar transaction of [COMPANY] and the consummation of such transaction ( a ), other than a Transactionwhich would result in the beneficial owners of Voting Stock of [COMPANY] immediately prior thereto continuing tobeneficially own ( either by such voting Stock remaining outstanding or being converted into voting securities of thesurviving entity ) more than fifty percent ( 50 % ) of the Voting Stock of [COMPANY] or such surviving entity immediatelyafter such Transaction ; or ( iii ) the approval by the shareholders of [COMPANY] of a complete liquidation or dissolution ofNeurocrine or a sale or disposition of all or substantially all of the assets of [COMPANY] and the consummation of suchTransaction . For the purpose of this definition, shall mean ownership of a security by any personor group or entity who, directly or indirectly, through any contract, arrangement, understanding, relationship, orotherwise has or shares : ( X ) voting power which includes the power to vote, or to direct the voting of, such security;and / or ( Y ) investment power which includes the power to dispose or to direct the disposition of such security . Change ofControl shall not include any public offering of the shares of [COMPANY]