definiens: ), including such Person ’s affiliates, or ( as such term is defined under Section 13(d ) of the Securities Exchange Act of 1934, as amende d ) acquires beneficial ownership of capital stock of S tereotaxis entitling the holder(s ) thereof to more than fifty percent ( 50 % ) of the voting power of the then outstanding capital stock of [COMPANY] with resp ect to the election of directors of [COMPANY], or ( ii ) a sale or transfer of all or substantially all of th e assets of [COMPANY] to any Person . By way of clarification, the definition of in Section 1.2.16 of t he Master Collaboration Agreement is not applicable to this definition of Change of Control ; - 4 - then, and in any such event, subject to the terms h erein, [COMPANY] or its successors, transferee or assignee shall pay to Biosense Webster any unrecouped amount of th e Revenue Share Advance or R&D Deferral plus any interest due and owing pursuant to Section 2.3 of t his Second Amendment no later than the date of the Accelerating Recoupment Event