definiens: shall mean the occurrence of any of the following : ( a ) An acquisition of any voting securities of deCODE Parent ( the ) by any ( as the tenn is used for purposes of Section 13(d ) or 14(d ) of the Securities Exchange Act of 1934, as amended ( the ) ), immediately after which such Person has ( within the meaning of Rule 13d-3 promulgated under the Exchange Act ) of more than fifty percent ( SO% ) of ( 1 ) the then - outstanding shares of common stock of deCODE Parent ( or any other securities into which such shares of common stock are changed or for which such shares of common stock are exchanged ) ( the ) or ( 2 ) the combined voting power of deCODE Parent 's then - outstanding Voting Securities ; ( b ) The individuals who, as of Effective Date, are members of the board of directors of deCODE Parent ( the ), following a Merger ( as hereinafter defined ), do not for any reason constitute at least a majority of the members of the board of directors of ( x ) the corporation resulting from such Merger ( the ), if fifty percent ( SO% ) or more of the combined voting power of the then - outstanding voting securities of the Surviving Corporation is not Beneficially Owned, directly or indirectly, by another Person ( a ) or ( y ) if there is one or more than one Parent Corporation, the ultimate Parent Corporation ; provided, however, that, any individual becoming a director subsequent to the date hereof whose election, or nomination for election by such company 's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the board of directors of deCODE Parent ( a ), including by reason of any agreement intended to avoid or settle any Proxy Contest ; ( c ) At least eighty ( 80 % ) percent of voting securities of deCODE are no longer owned directly or indirectly by deCODE Parent ; or ( d ) The consummation of : ( i ) A merger, consolidation or reorganization ( 1 ) with or into deCODE Parent or a direct or indirect subsidiary of deCODE Parent or ( 2 ) in which securities of deCODE Parent are issued ( both l. S ( c ) ( i)(1 ) and ( 2 ) are defined as a ), unless such Merger is a A shall mean a Merger in which : ( A ) the stockholders of deCODE Parent immediately before such Merger own directly or indirectly immediately following such Merger at least fifty percent ( SO% ) of the combined voting power of the outstanding voting securities of ( x ) the Surviving Corporation, if there is no Parent Corporation or ( y ) if there is one or more than one Parent Corporation, the ultimate Parent Corporation ; ( B ) the individuals who were members of the Incumbent Board 2 SLl 42621 Ov2/9564 1.003 immediately prior to the execution of the agreement providing for such Merger constitute at least a majority of the members of the board of directors of ( x ) the Surviving Corporation, if there is no Parent Corporation, or ( y ) if there is one or more than one Parent Corporation, the ultimate Parent Corporation ; and ( C ) no Person other than ( 1 ) deCODE Parent, or ( 2 ) any Person who, immediately prior to the Merger had Beneficial Ownership of fifty percent ( 50 % ) or more of the then outstanding Shares or Voting Securities, has Beneficial Ownership, directly or indirectly, of fifty percent ( 50 % ) or more of the combined voting power of the outstanding voting securities or common stock of ( x ) the Surviving Corporation, if fifty percent ( 50 % ) or more of the combined voting power of the then outstanding voting securities of the Surviving Corporation is not Beneficially Owned, directly or indirectly by a Parent Corporation, or ( y ) if there is one or more than one Parent Corporation, the ultimate Parent Corporation ; provided, however, that any Person described in clause ( 2 ) of this subsection ( C ) may not, immediately following the Merger, Beneficially Own more than thirty percent ( 30 % ) of the combined voting power of the outstanding voting securities of the Surviving Corporation or the Parent Corporation, as applicable, for the Merger to constitute a Non - Control Transaction