definiens: means the occurrence of any of the following : * * * Certain confidential information contained in this document, marked with 3 asterisks, has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended.(a ) A Party enters into a merger, consolidation, stock sale or sale or transfer of allor substantially all of its assets to which this Agreement relates, or other similar transaction or series oftransactions with a Third Party, unless, following such transaction or transactions, ( i ) the individuals andentities who were the beneficial owners of the outstanding voting securities of such Party immediately priorto such transaction beneficially own, directly or indirectly, at least fifty percent ( 50 % ) of the combinedvoting power of the then outstanding voting securities entitled to vote generally in the election of directorsor similar governing persons of the corporation or other entity resulting from such transaction ( ) in substantially the same proportions as their ownership immediately prior to such transaction of suchoutstanding voting securities, ( ii ) at least fifty percent ( 50 % ) of the members of the Board of Directors orsimilar governing body of the Successor were members of the Board of Directors of such Party at the timeof the execution of the initial agreement, or the action of the Board of Directors of such Party, providingfor such transaction, ( iii ) such Party retains title ownership after the transaction or transactions to propertiesand assets ( x ) representing more than fifty percent ( 50 % ) of such Third Party ’s consolidated total assets or(y ) from which more than fifty percent ( 50 % ) of such Third Party ’s consolidated operating income for itsmost recent fiscal year was derived, and ( iv ) such Party is the surviving entity in such transaction ortransactions ; or(b ) any transaction or series of related transactions in which any Third Party orgroup of Third Parties acquires beneficial ownership of securities of a Party representing more than fiftypercent ( 50 % ) of the combined voting power of the then outstanding securities of such Party