definiens: shall mean any of the following events : ( a ) [COMPANY] ceases ' to be a wholly owned subsidiary < ? fParent~ or ( b ) any Person or group ( as such term is defined in the Securities Exchange Act of 1934, as amended ) acquires beneficial ownership of securities of Parent representing more than fifty percent ( 50 % ) of the voting power of the then outstanding securities of Parent with respect to the election of directors of Parent, 0 ) : ' ( c ) Parent enters into a merger, consolidation or similar transaction with another Person in which Parent is not the surviving entity in such transaction, or Cd ) Parent enters into a merger, consolidation or similar transaction with another Person in which Parent is the surviving entity in such transaction but ( i ) the members of the Board of Directors of Parent immediately prior to such transaction constitute less than one half oftbe members of the Board of Directors of Parent following such transaction or ( ii ) the 8018.134 - 525875 vi 2 Persons who beneficially owned the outstanding voting securities of Parent immediately prior to such transaction cease to beneficially own securities of Parent representing at least fifty percent ( 50 % ) of the voting power of the then outstanding secw - ities of Parent with respect to the election of directors immediately after such transaction in substantially the same proportions as their ownership of securities of Parent inunediately prior to such transaction