definiens: means with respect to Licensee:(a)Licensee enters into a merger, consolidation, stock sale or sale or transfer of all orsubstantially all of its assets to which this Agreement relates, or other similartransaction or series of transactions with a Third Party, unless, following suchtransaction or transactions, ( i ) the individuals and entities who were the beneficialowners of the outstanding voting securities of Licensee immediately prior to suchtransaction beneficially own, directly or indirectly, at least fifty percent ( 50 % ) of thecombined voting power of the then outstanding voting securities entitled to votegenerally in the election of directors or similar governing persons of the corporationor other entity resulting from such transaction ( ) in substantially thesame proportions as their ownership immediately prior to such transaction of suchoutstanding voting securities, ( ii ) at least fifty percent ( 50 % ) of the members of theBoard of Directors or similar governing body of the Successor were members ofthe Board of Directors of Licensee at the time of the execution of the initialagreement, or the action of the Board of Directors of Licensee, providing for suchtransaction, ( iii ) Licensee retains title ownership after the transaction ortransactions to properties and assets ( x ) representing more than fifty percent(50 % ) of such Third Party ’s consolidated total assets or ( y ) from which more thanfifty percent ( 50 % ) of such Third Party ’s consolidated operating income for its mostrecent fiscal year was derived, and ( iv ) Licensee is the surviving entity in suchtransaction or transactions ; or(b)any transaction or series of related transactions in which any Third Party or groupof Third Parties acquires beneficial ownership of securities of Licenseerepresenting more than fifty percent ( 50 % ) of the combined voting power of thethen outstanding securities of Licensee