definiens: means, with respect to Hutchison, the occurrence of ( a ) anyone of the following events : ( i ) a Third Party acquires, directly or indirectly, shares of Hutchison representing fiftyjpercent ( 50 % ) or more of the voting shares ( where voting refers to be!nglefltitled to vote for the election of directors ) then outstanding of Hutchison ~ li : i ) Hutchison consolidates with or merges into another corporation or entit~;,pr any corporation or entity consolidates with or merges into Hutchison"tirf ~ iiher event pursuant to a transaction in which more than fifty percent ( 50%J';6f the voting shares of the acquiring or resulting entity outstanding immediately after such consolidation or merger are not held by the holders of the outstanding voting shares of Hutchison preceding such consolidation or merger ; or ( iii ) Hutchison conveys, transfers or leases all or substantially all of its assets to a Third Party and ( b ) such acquiring or merging Third Party has an Agreement Compound which is in clinical development at the time of closing of such Change of Control ( a ), and such Competing Product is not the subject of a divestiture committed to under Section 6.4.2