definiens: ( as defined below ) ofsecurities of MDCO representing more than fifty percent ( 50 % ) of the voting power of the then outstandingsecurities of MDCO with respect to the election of directors of MDCO ; or(ii)MDCO enters into a merger, consolidation or similar transaction with anyCompetitor in which MDCO is not the surviving entity in such transaction ; or(iii)MDCO enters into a merger, consolidation or similar transaction with anyCompetitor in which MDCO is the surviving entity in such transaction but ( A ) the members of the Board ofDirectors of MDCO immediately prior to such transaction constitute less than fifty percent ( 50 % ) of themembers of the Board of Directors of MDCO following such transaction or ( B ) the Persons whobeneficially owned the outstanding voting securities of MDCO immediately prior to such transaction ceaseto beneficially own securities of MDCO representing at least fifty percent ( 50 % ) of the voting power of thethen outstanding securities of MDCO with respect to the election of directors immediately after suchtransaction in substantially the same proportions as their ownership of securities of MDCO immediatelyprior to such transaction ; or(iv)MDCO sells to any Competitor, in one or more related transactions, properties or assets ( A ) representing more than fifty percent ( 50 % ) of MDCO 's consolidated total assets or(B ) from which more than fifty percent ( 50 % ) of MDCO 's consolidated operating income for its most recentfiscal year was derived ; or(v)the holders of capital stock of MDCO approve a plan or proposal for theliquidation or dissolution of MDCO