definiens: means the occurrence of a tender ofTer, stock purchase, other stock acquisition . merKer, consolidation, rccapitaliunion, reverse split, sale or transfer of assets or other transaction, as a tcSult of which any person, entity or group, other than an Affiliate of [COMPANY] or [COMPANY] prior to the occurrence of such event, BS the case may be, ( a ) becomes the beneficial owner, directly or indirt'Ctly, of sccurities of [COMPANY] or Dureel representing more than 50 % of the ordinary shares of [COMPANY] or Dureel, as the case may be, or representing more than 50010 of Ihe combined vOlinjl power wilh respecl 10 the ellX : lion of directors, ( b ) obtains Ihe ability 10 appoint a majority of the board of dirccton of [COMPANY] or Dureet, as the case may be, or ( c ) obtuins Ihe ability 10 dircct Ihe operations or manageme nt of [COMPANY] or Dl, lrccl . as the case may be