definiens: means the announcement of any agreement or the consummation of any transaction of the following events : ( a ) any Specified Person ( or group of Specified Persons acting in concert ) becomes the beneficial owner, directly or indirectly, of more than fifty percent ( 50 % ) of the total DB 1/63912769 .1 25 voting power of the membership interests then outstanding of Mist normally entitled to vote in elections of directors ; ( b ) Mist consolidates with or merges into a Specified Person, or any Specified Person consolidates with or merges into Mist, in either event pursuant to a t ~ ansaction in which more than fifty percent ( 50 % ) of the total voting power of the stock outstandIng of the surviving entity normally entitled to vote in elections of directors is not held by the parties holding at least fifty percent ( 50 % ) of the outstanding membership interests of Mist preceding such consolidation or merger ; ( c ) Mist conveys, transfers or leases all or substantially all of its assets to a Specified Person, or ( d ) any other arrangement whereby a Specified Person controls or has the right to control the board of directors or equivalent governing body that has the ability to cause the direction of the management or policies of Mist . For purposes of this Section, means any individual, entity or group ( within the meaning of Section 13(d)(3 ) or 14(d)(2 ) of the U.S. Securities Exchange Act of 1934, as amended ), that, as of the consummation of the Change of Control, is marketing, promoting, detailing, distributing, offering to sell or selling a Competitive Product in the Territory and such Competitive Product represents greater than 50 % of the revenues of such Specified Person or has filed an application for regulatory approval in the Territory with respect to such a Competitive Product