definiens: shall mean, the Parent, with respect to Regeneron, or the ultimate parent entity of [COMPANY], with respect to [COMPANY] ( for pu rposes of this Agreement, such ultimate parent enti ty and the Parent are referred to each as ), any of the following events : ( a ) any Person is o r becomes the ( as such term is used in Section 13(d ) of the Securities Exchange Act of 1934, as a mended, and Rule 13d-3 thereunder ( or, in each case, any su ccessor thereto ), except that a Person shall be dee med to have of all shares that any such Person has the right to acquire, whether such 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 t hen outstanding of Controlling Parent normally enti tled to vote in elections of directors ; ( b ) Controlling Parent c onsummates a merger, acquisition, consolidation or reorganization ( or a series of such related transactions ) involvin g Controlling Parent, other than ( i ) such transacti on or transactions that would result in the voting securities of Contr olling Parent outstanding immediately prior to such transaction or transactions continuing to represent ( either by remaining outstanding or by being converted into vo ting securities of the surviving entity or any parent thereof ) a ma jority of the combined voting power of the securiti es of Controlling Parent or such surviving entity or any parent thereof outstanding immediately after such t ransaction or transactions, or ( ii ) such transaction or transa ctions effected to implement a recapitalization of Controlling Parent ( or similar transaction ) in which no Person becomes the beneficial owner, directly or indirectl y, of voting securities of Controlling Parent representing a maj ority of the combined voting power of Parent ’s then outstanding securities ; or ( c ) Controlling Parent conveys, tran sfers or leases all or substantially all of its ass ets to any Person other than a directly or indirectly wholly owned Af filiate of Controlling Parent