definiens: shall mean : ( a ) the consolidation or merger of [COMPANY] or any Affiliate of [COMPANY] holding or controlling a majority of the assets relating to the business of Digene'which is the subject of this Agreement, with or into any Third Party ( as hereinafter defmed ) ; ( b ) the assignment, sale, transfer, lease or other disposition of all or substantially all of the assets of [COMPANY] and its Affiliates taken as a whole ; or ( c ) the acquisition by any Third Party or group of Third Parties acting in concert, of beneficial ownership ( within the meaning of Rule I3d-3 of the Securities and Exchange Commission ( ) under the Securities Exchan ge Act of 1934, as amended ) of shares of voting stock of [COMPANY], the result of which in the case of any transaction described in clauses ( a),'(b ) and ( c ) above is that immediately after the transaction the shareholders of [COMPANY] immediately before the transaction own less than fifty percent ( 50 % ) of the outstanding shares of the surviving corporation in a transaction specified in clause ( a ) above or the acquirorina transaction specified in clause ( b ) or ( c ) above