definiens: with respect to a Party means ( i ) a merger or consolidation of a Party, or any Affiliate having control ( as defined under Sect ion 1.8 ) of such Party ( each, an ), into or with any Person in a transaction or seri es of related transactions that results, immediately after giving effect to such tr ansaction or series of related transactions, in mor e than fifty percent ( 50 % ) of the voting securities of such Enti ty or the surviving or resulting entity in such tra nsaction or series of related transactions that are outstanding immediately after the consummation thereof being h eld by Persons other than those Persons that ( individually or collectively ) held such voting securities of su ch Entity immediately prior to the consummation thereof ; or ( ii ) a sale or other disposition of all or substanti ally all of the assets or voting securities of an Entity to any Per son(s ) that was not, immediately prior to the time of such sale or disposition, an Affiliate of such Entity, unless, i n either of clauses ( i ) or ( ii ), immediately follow ing such merger, consolidation, sale or other disposition, at least fifty percent ( 50 % ) of the members of the board of directors or similar governing body of such Entity or other enti ty resulting from such transaction were members of the board of directors of the Entity at the time of the execu tion of the initial agreement or the action of the board of directors of the Entity providing for or approving such transaction ; provided, however, that notwithst anding the foregoing, in no event shall either of ( x ) a sale o f an Entity ’s stock to underwriters of a public Specific terms in this exhibit have been redacted b ecause confidential treatment for those terms has b een requested . These redacted terms have been marked in this exhibit with three asterisks [ * * * ] . An unreda cted version of this exhibit has been separately filed w ith the Securities and Exchange Commission