definiens: means, with respect to [COMPANY], such time as ( a ) the direct or indirect sale, transfer, conveyance or other disposition ( other than by way of merger or consolidation ), in one or a series of relatedtransactions, of all or substantially all of the properties or assets of [COMPANY] and its subsidiaries, taken as a whole, toany ( within the meaning of Section 13(d ) of the Exchange Act ) ( other than to [COMPANY] and its subsidiaries);(b ) a or ( within the meaning of Sections 13(d ) and 14(d)(2 ) of the Exchange Act ), other than anyexisting stockholder of [COMPANY] as of the Effective Date, becomes the ultimate ( as defined in Rule13d-3 under the Exchange Act ) of more than 50 % of the total voting power of the voting stock of [COMPANY] on a fullydiluted basis, and such ownership represents a greater percentage of the total voting power of the voting stock ofIntrexon, on a fully diluted basis, than is held by the existing stockholders of [COMPANY] on such date ; ( c ) individualswho on the Effective Date constituted the board of directors of [COMPANY] ( together with any new directors whoseelection by [COMPANY] ’s board of directors or whose nomination by the board of directors for election by Intrexon’sstockholders was approved by a vote of at least a majority of the members of the board of directors then in office whowere members of the board of directors as of the Effective Date ) cease for any reason to constitute a majority of themembers of the board of directors then in office ; or ( d ) [COMPANY] consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, [COMPANY], in any such event pursuant to a transaction in whichany of the outstanding voting stock of [COMPANY] or such other Person is converted into or exchanged for cash, securities or other property where immediately after such transaction, a or ( as defined above ), otherthan any existing stockholder as of the Effective Date, becomes the ultimate beneficial owner ( as defined above ) of50 % or more of the voting power of the voting stock of the surviving or transferee Person