definiens: shall mean any of the following events : ( i ) any Person or is or becomes the ( as such terms are defined in Rules 13d-3 and 13d-5 under the Securiti es Exchange Act of 1934, as amended, directly or indirectly, of fifty percent o r more of the total voting power of all classes of capital stock then outstand ing and normally entitled to vote in elections of directors ( ) of XOMA ( US ) LLC or its parent ; ( ii ) XOMA ( US ) LLC or its parent consolidates or am algamates with or merges into, another corporation or entity, or any corpora tion or entity consolidates or amalgamates with or merges into the XOMA ( US ) LL C or its parent, in either event pursuant to a transaction in which the outsta nding Voting Stock of XOMA ( US ) LLC or its parent is changed into or exchanged for cash, securities or other property, and the holders of the Voting Stock immediately prior to such transaction do not hold fifty percent or more of th e voting securities of the successor entity ; or ( iii ) XOMA ( US ) LLC or its par ent liquidates, dissolves, conveys, transfers or leases all or any substantial portion of its assets to one or more Persons