definiens: means that any of the following has occurred or [COMPANY] ( or any successor or assign ) enters into an agreement providing for : ( a ) any Major Company becoming the beneficial owner, directly or indirectly, of fifty percent ( 50 % ) or more of the voting securities of [COMPANY] ( or any successor or assign ) ; ( b ) [COMPANY] enters into an agreement with any Major Company providing for the sale or other disposition of all or substantially all of the assets of [COMPANY] ( or successor or assign ) or [COMPANY] 's VR-1 program ; ( c ) a consolidation or merger of [COMPANY] with a Major Comapny that results in the shareholders of [COMPANY] ( or any successor or assign ) immediately before the occurrence of the consolidation or merger beneficially owning, in the aggregate, less than fifty percent ( 50 % ) of the voting securities of the surviving entity immediately after consolidation or merger ; or ( d ) a change in [COMPANY] 's ( or any successor 's or assign 's ) Board of Directors occurs with the result that the majority of members of the Board are representatives or appointed by a Major Company