definiens: means, with respect to either Party, ( i ) the sale of all or substantially all ofsuch Party ’s assets or business relating to this Agreement ; ( ii ) a merger, consolidation, share exchange orother similar transaction involving such Party and any Third Party which results in the holders of theoutstanding voting securities of such Party immediately prior to such merger, consolidation, share exchangeor other similar transaction ceasing to hold more than ﬁfty percent ( 50 % ) of the combined voting power of thesurviving, purchasing or continuing entity immediately after such merger, consolidation, share exchange orother similar transaction, or ( iii ) the acquisition by a person or entity, or group of persons or entities acting inconcert, of more than ﬁfty percent ( 50 % ) of the outstanding voting equity securities of such Party ; in all casesof clauses ( i)-(iii ), where such transaction is to be entered into with any person or group of persons other thanthe other Party or its Affiliates