definiens: shall mean, with respect to Eton : 1.19.1 completion of a merger, reorganization, amalgamation, arrangement, share exchange, consolidation, tender or exchange offer, private purchase, business combination, recapitalization or other transaction involving Eton, as a result of which either ( a ) the stockholders of Eton immediately preceding such transaction hold less than 50 % of the outstanding shares, or less than 50 % of the outstanding voting power, respectively, of the ultimate company or entity resulting from such transaction immediately after consummation thereof ( including a company or entity which as a result of such transacti on owns the then outstanding securities of Eton or all or substantially all of Eton ’ s assets, including, without limitation, Eton ’s assets related to Products, either directly or through one or more subsidiaries ), or ( b ) any single Third Party Person or g roup ( within the meaning of the U.S. Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect, referred to as a ) holds 50 % or more of the outstanding shares or voting power of the ultimate company or entity resulting from su ch transaction immediately after the consummation thereof ( including a company or entity which as a result of such transaction owns the then outstanding securities of Eton or all or substantially all of Eton ’s assets either directly or through one or more subsidiaries ) ; 3 1.19.2 the direct or indirect acquisition ( including by means of a tender offer or an exchange offer ) by any Third Party Person or Group of beneficial ownership ( within the meaning of the U.S