definiens: means, with respect to the Company, any merger or othertransaction or series of related transactions ( i ) that results in the holders of votingsecurities of the Company outstanding immediately prior thereto failing to continue torepresent ( either by remaining outstanding or by being converted into votingsecurities of the surviving entity ) more than fifty percent ( 50 % ) of the combined votingpower of the voting securities of the Company or such surviving entity outstandingimmediately after such merger or transaction or series of transactions, ( ii ) in which aThird Party acquires all or substantially all of the Company ’s business or assets, whether by merger, acquisition, sale or otherwise, or ( iii ) in which a Third Partyacquires less than all or substantially all of the Company ’s business or assets but inwhich such Third Party acquires all or substantially all of the assets that make up thatportion of the business of the Company to which this Agreement relates