definiens: shall occur when : ( a ) any person or ( as such tenus are defined below ) is or becomes the ( as defined below ), directly or indirectly, of shares of capital stock or other interests of [COMPANY] then outstanding and normally entitled ( without regard to the occurrence of any contingency ) to vote in the election of the directors, managers, or similar supervisory pOSitions ( ) of [COMPANY] NSD\I4021O, j representing Itlftypercent(50 % ] or more of the total voting power of all outstanding classes of Voting Stock of [COMPANY] . ; ( b ) [COMPANY] enters into a merger, consolidation, or similar transaction with another Person ( whether or not [COMPANY] is the surviving entity ) and as a result of such merger, consolidation, or similar transaction the Persons that beneficially owned, directly or indirectly, the shares of Voting Stock ofZogenix immediately prior to such transaction do not beneficially own, directly or indirectly, shares of Voting Stock of the surviving Person representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving Person, other than a merger, consolidation, or similar transaction with another Person in which more than ~"'~ ~cent(15%)1 of the individuals with a vice president or more senior title with [COMPANY] prior to such merger, consolidation, or similar transaction remain with the surviving Person ; ( c ) [COMPANY] sells or transfers to any Third Party, in one or more related transactions, properties or assets representing all or substantially all ofZogenix 's assets ; or ( d ) the holders of capital stock of [COMPANY] approve a plan or proposal for the liquidation or dissolution of [COMPANY]