definiens: means an event in which : ( a ) any other Person or group of Persons acting in concert(other than a Parent Entity of the Maker ) acquires beneficial ownership of securities of the Maker representing more than 50%of the voting power of the then outstanding securities of the Maker with respect to the election of directors of the Maker, other than the issuance of securities by Maker to such Person or group of Persons primarily for capital raising purposes ; or(b ) the Maker enters into a merger, consolidation, scheme or arrangement or similar transaction with another Person, unless(i ) the members of the Board of Directors of the Maker immediately prior to such transaction constitute more than 50 % of themembers of the Board of Directors of the Maker ( or a Parent Entity of the Maker ) immediately following such transaction and(ii ) the Persons who beneficially owned the outstanding voting securities of the Maker immediately prior to such transactionbeneficially own securities of the Maker representing at least 50 % of the voting power with respect to the election of directorsof the Maker immediately following such transaction, or a Parent Entity of the Maker beneficially owns securities of theMaker representing 100 % of the voting power with respect to the election of directors of the Maker immediately followingsuch transaction ; or ( c ) the Maker sells to any Person(s ), in one or more related transactions, a majority of the property andassets of the Buyer