definiens: means the occurrence of a ny of the following events : ( a ) Any Person becomes the beneficial owner ( as suc h term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended ) of sec urities or ownership interests of a Party representing fifty percent ( 50 % ) or more of the com bined voting power of all outstanding securities or ownership interests of such Party whi ch ordinarily ( and apart from rights accruing under special circumstances ) have the right to vote in the election of directors ( calculated as provided in paragraph ( d ) of such Rule 13d-3 in the case of rights to acquire such Party ’s securities ) ; ( b ) as a result of a tender offer, merger, sale of assets or other major transaction, Persons who are directors of a Party immediately prior to such tran saction cease to constitute a majority of the Board of Directors of such Party ( or any successors to such Party ) immediately after such transaction ; ( c ) a Party is merged or consolidated with any othe r Person and, as a result, the holders of securitie s or ownership interests of such Party, as determined immediately before such transaction, own less than fifty - one percent ( 51 % ) of the outstanding sec urities or ownership interests of the surviving or resulting entity immediately after such transact ion ; or 2 [ * * * ] Certain information in this document has been omitted and filed separately with the Securities a nd Exchange Commission . Confidential treatment has bee n requested with respect to the omitted portions