definiens: shall mean the occurrence of any of the following after the Effective Date:(a ) a transaction or series of related transactions that results in the sale, transfer or other disposition of all orsubstantially all of [COMPANY] ’s assets;(b ) a merger or consolidation in which [COMPANY] is not the surviving corporation or in which, if [COMPANY] is the survivingcorporation, the beneficial owners of the outstanding voting securities of [COMPANY] immediately prior to theconsummation of such merger or consolidation do not, immediately after consummation of such merger orconsolidation, beneficially own, directly or indirectly, stock or other securities of [COMPANY] that possess 50 % or more ofthe voting power of all [COMPANY] ’s outstanding stock and other securities;(c ) a transaction or series of related transactions ( which may include, without limitation, a tender offer for Ignyta’sstock or the issuance, sale or exchange of stock of [COMPANY] ) whereby the beneficial owners of the outstanding votingsecurities of [COMPANY] immediately prior to such transaction or series of transactions do not, immediately afterconsummation of such transaction or any of such related transactions, own stock or other securities of [COMPANY] thatpossess 50 % or more of the voting power of all [COMPANY] ’s outstanding stock and other securities ; or(d ) the acquisition ( whether in a single transaction or series of related transactions ) after the Effective Date by a ThirdParty or Group ( as such term is defined in the Securities Exchange Act of 1934, as amended ) of beneficial ownershipof 50 % or more of [COMPANY] ’s voting securities or other securities, indebtedness or other rights convertible into suchvoting securities ; provided, that a Change of Control shall not include any transaction or series of transactions solelyfor bona fide financing purposes in which cash is received by [COMPANY] or indebtedness of [COMPANY] is cancelled orconverted or a combination thereof for so long as the Third Party or Group acquiring such ownership does not then orthereafter have any other relationship with [COMPANY] other than such financing or investing arrangement, including anyarrangement involving the development, manufacture or commercialization of a Product