definiens: shall mean : ( a ) the liquidation or dissolution ofISTA or the sale or other transfer by ISTA ( excluding transfers to Affiliates of ISTA ) of all or substantially all of its respective assets ; or ( b ) the occurrence of a tender offer, stock purchase, other stock acquisition, merger, consolidation, recapitalization, reverse split, sale or transfer of assets or other transaction, as a result of which any person or entity other than an Affiliate of 1ST A ( i ) becomes the beneficial owner, directly or indirectly, of respective securities of ISTA representing more than fifty percent ( 50 % ) ofthe combined voting power with respect to the election of directors of ISTA, ( ii ) obtains the ability to appoint a majority of the Board of Directors ofIST A, or ( iii ) obtains the ability to direct the operations or management of 1ST A or any successor to the business of 1ST A