definiens: shall mean, with respec t to Regeneron, any of the following events : ( a ) any Person is or becomes the ( as such term is used in Section 13(d ) of the Securities Exchange Act of 1934, as amended, and Ru le 13d-3 thereunder, except that a Person shall be deemed to have of all shares that a ny such Person has the right to acquire, whether su ch right may be exercised immediately or only after the passage of time ), directly or indirectly, of a majority of the total voting power represented by all classes of capital stock then outstanding of Regeneron normally entitl ed to vote in elections of directors ; ( b ) Regeneron consolidat es with or merges into another corporation or entit y, or any corporation or entity consolidates with or merges i nto Regeneron, other than ( i ) a merger or consolida tion that would result in the voting securities of Regeneron outstanding immediately prior to such merger or con solidation continuing to represent ( either by remaining outsta nding or by being converted into voting securities of the surviving entity or any parent thereof ) a majority of the combined voting power of the voting securiti es of Regeneron or such surviving entity or any parent th ereof outstanding immediately after such merger or consolidation, or ( ii ) a merger or consolidation ef fected to implement a recapitalization of Regeneron ( or similar transaction ) in which no Person becomes the benefic ial owner, directly or indirectly, of voting securi ties of Regeneron representing a majority of the combined v oting power of Regeneron ’s then outstanding securit ies ; or ( c ) Regeneron conveys, transfers or leases all or s ubstantially all of its assets to any Person other than a wholly - owned Affiliate of Regeneron