definiens: means, with respect to a Party, any transaction o r series of related transactions that constitutes : ( i ) the sale, lease or other transfer of all or substantially all of su ch Party ’s assets to an acquiring entity ( or group of entities acting in concert ) ; ( ii ) any merger, consolidation, share ex change, recapitalization, business combination or other tra nsaction to which such Party is subject resulting i n the exchange of the outstanding shares of such Party fo r securities or consideration issued, or caused to be issued, by an acquiring entity ( or group acting in concert ) ; o r ( iii ) an acquiring entity ( or group acting in con cert ) otherwise having obtained beneficial ownership of outstanding voting securities of such Party ; unless in each of cases ( i ), ( ii ) and ( iii ) the stockholders of such Party as of the time immediately prior to the closing of such transaction or series of related transactions hold more than fifty percent ( 50 % ) of the voting control in the survivi ng entity in such transaction or its parent outstanding immediat ely after the closing of such transaction or series of transactions