definiens: means the completion of a tender offer, stock purchase, other stock acquisition, merger, consolidation, recapit alization, reverse split, sale or transfer of assets or other transaction, as a result of which any person, en tity or group, other than an Affiliate of [COMPANY] or [COMPANY], as the case may be, ( a ) becomes the beneficial owner, directly or indirectly, of securities of E ndo or [COMPANY] representing more th an 50 % of the ordinary shares of [COMPANY] or [COMPANY], as the case may be, or representing more than 50 % of the combined voting power with respect to the election of directors, ( b ) obtains th e ability to appoint a majority of the board of directors of [COMPANY] or Bion iche, as the case may be, or ( c ) obtains the ability to direct the operations or management of [COMPANY] or [COMPANY], as the case may be