definiens: means ( a ) a merger, consolid ation, amalgamation, share exchange, business combination, issuance of securities ( other than Com pany ’s initial public offering registered on Form S -1 ( or any successor form ) under the Securities Act of 1933, a s amended, and the rules promulgated thereunder ), acquisition of securities, reorganization, recapita lization, tender offer, exchange offer or other sim ilar transaction as a result of which either ( i ) Company ’s stockhold ers immediately prior to such transaction in the ag gregate cease to own at least 50 % of the voting shares of t he entity surviving or resulting from such transact ion ( or the ultimate parent entity thereof ) ( where voting refer s to being entitled to vote for the election of dir ectors or similar management body of the applicable entity ) or ( ii ) i n which a Third Party or ( as defined in the Securities Exchange Act of 1934, as amended, and the rules pro mulgated thereunder ) ( excluding a consistin g of existing stockholders of Company as of the date of this Agreement ) directly or indirectly acquires ben eficial or record ownership of securities representing 50 % or more of Company ’s voting shares or ( b ) a sale, leas e, exchange, transfer, license, acquisition or disposi tion of at least 50 % of the assets of Company and i ts subsidiaries, taken as a whole, in a single transac tion or a series of related transactions