definiens: shall mean, with respect to Are na, any of the following events : ( i ) the acquisition by any Person or Group, other than a Person or Group controlling such Party as of the Effective Date, of ( as defined in Rule 13d-3 under the United States Secur ities Exchange Act of 1934, as amended ), directly or indirectly, of 50 % or more of the shares of Arena 's capital stock the holders of which have general vot ing power under ordinary circumstances to elect at least a majority of Arena 's Board of Directors or equivalent body ( the ) ( the ) ; ( ii ) the first day of which less than two - thirds of the total memb ership of Arena 's Board of Directors shall be Continuing Directors ( as such te rm is defined below ) ; ( iii ) the approval by the shareholders of Arena of a merg er, share exchange, reorganization, consolidation or similar transactio n of such Party ( a ), other than a Transaction which woul d result in the Voting Stock of Arena outstanding immediately prior thereto cont inuing to represent ( either by remaining outstanding or by being converted into 3 8 voting securities of the surviving entity ) more tha n fifty percent ( 50 % ) of the Voting Stock of Arena or such surviving entity imme diately after such Transaction ; or ( iv ) approval by the shareholders o f Arena of a complete liquidation of Arena or a sale or disposition of al l or substantially all of the assets of Arena . For purposes of this definition, shall mean individuals serving as of the date hereof on A rena 's Board of Directors and any individuals elected after the date hereof whose election or nomination was approved by at least a majority of the Continuing D irectors serving at the time