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 or othersimilar transaction involving such Party and any Third Party which results in the holders of the outstanding votingsecurities of such Party immediately prior to such merger, consolidation, share exchange or other similar transactionceasing to hold more than fifty percent ( 50 % ) of the combined voting power of the surviving, purchasing or continuingentity immediately after such merger, consolidation, share exchange or other similar transaction, or ( iii ) the acquisitionby a person or entity, or group of persons or entities acting in concert, of more than fifty percent ( 50 % ) of theoutstanding voting equity securities of such Party ; in all cases of clauses ( i)-(iii ), where such transaction is to beentered into with any person or group of persons other than the other Party or its Affiliates