definiens: means the occurrence of any of the following : ( i ) the acquisition by any Personor group of Persons acting in concert, other than an Approved Successor, through any transaction or series of relatedtransactions, of control of Prometheus ( unless immediately after such acquisition, the Person or Persons who controlledPrometheus prior to the acquisition continue to control Prometheus or its successor ) ; ( ii ) Prometheus consolidates with ormerges with or into any Person other than an Approved Successor, or any Person other than an Approved Successorconsolidates or merges with or into Prometheus, in either case whether or not Prometheus is the surviving entity of suchtransaction ( unless immediately after such consolidation or merger, the Person or Persons who controlled Prometheus prior tothe transaction control such surviving entity ) ; or ( iii ) a sale or other transfer of all or a substantial portion of the assets orbusiness of Prometheus to any Person other than an Approved Successor . For the purposes of this definition, or means the beneficial ownership, directly or indirectly, of securities representing more than [ * * * ] percent ( [ * * * ] % ) of the total voting power entitled to vote in elections of the board of directors or other governing authority ofPrometheus