definiens: means ( a ) a sale or other disposition of all or substantially all of the assets of Cypresson a consolidated basis ( other than to Cypress or any subsidiary ( direct or indirect ) of Cypress ), ( b ) a merger orconsolidation in which Cypress is not the surviving Entity and in which the stockholders of Cypress immediately priorto such consolidation or merger own less than fifty percent ( 50 % ) of the surviving Entity ’s voting power immediatelyafter the transaction, and ( c ) a reverse merger in which Cypress is the surviving Entity but the shares of Cypress’common stock outstanding immediately preceding the merger are converted by virtue of the merger into otherproperty, whether in the form of securities, cash or otherwise, and in which the stockholders of Cypress immediatelyprior to such reverse merger own less than fifty percent ( 50 % ) of Cypress ’ voting power immediately after thetransaction