definiens: means : ( a ) the sale of all or substantially all of [COMPANY] ’ assets that are used in designing, developing, validating, marketing, selli ng, performing or billing for the Melanoma LDT to a Third Party in a single transaction or series of related transactions ; ( b ) any merger, consolidation, sale o f stock or other transaction that results in any or ( each as defined in the Securities Exchange Act of 1934, as amended ) either becoming the ( as defined in Rule 13d-3 under the Securities Exchang e Act of 1934, as amended ), directly or indirectly, of Ne oGenomics ’ voting securities(or securities converte d into or exchangeable for such voting securities ) representi ng fifty percent ( 50 % ) or more of the combined voti ng power of all of [COMPANY] ’ voting securities(on a fully diluted basis ) ; or ( c ) any other event that result s, by contract or otherwise, in such person or group obtaining the ability, directly or indirectly, to elect a majori ty of the board of directors of or otherwise direct the management and policies of [COMPANY]