definiens: means any transacti on or series of related transactions that would occasion : ( a ) any share exchange, re - capitalization, business combination, consolidation, merger, or o ther transaction or series of transactions resulting in the exchange of the outstanding shares of a party, unless the stockholders of a party that exist immediately prio r to the closing date of such transaction ( or serie s of related transactions ) hold, after the closing date, more th an fifty percent ( 50 % ) of the voting securities or other similar interest of the surviving entity in such transactio n computed on a fully diluted basis ; ( b ) a sale, le ase, or other transfer of all or substantially all of the stock o r assets of a party ; ( c ) any tender offer or exchan ge offer for fifty percent ( 50 % ) or more of the outstanding voting sec urities or other similar interest of a party or the filing of a registration statement under the United States Secu rities Act of 1933, as amended, in connection there with ; or ( d ) any Person or group acting in concert having ac quired beneficial ownership or the right to acquire beneficial ownership of fifty percent ( 50 % ) or more of the out standing voting securities or similar interest of a party