definiens: means ( a ) a merger, consolidation, recapitalizati on or other reorganization of Arcus, unless securities representing more than 50 % of the total combined voting power of the succe ssor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the Persons who beneficially owned A rcus ’s outstanding voting securities immediately pr ior to such transaction ; ( b ) a sale, transfer, exclusive licens e or other disposition of all or substantially all of Arcus ’s assets or all or a majority of Arcus ’s assets which relate to this Agreement, or any plan of dissolution or liqu idation of Arcus ; or ( c ) the closing of any transaction or ser ies of transactions to which any Person or any grou p of Persons comprising a within the meaning of Rule 13d -5(b)(1 ) of the Exchange Act becomes directly or in directly the beneficial owner ( within the meaning of Rule 13 d-3 of the Exchange Act ) of securities possessing ( or convertible into or exercisable for securities poss essing ) more than 50 % of the total combined voting power of Arcus ’s securities ( as measured in terms of the pow er to vote with respect to the election of board me mbers ) outstanding immediately after the consummation of s uch transaction or series of transactions, whether such transaction involves a direct issuance from Arcus o r the acquisition of outstanding securities held by one or more of Arcus ’s existing stockholders