definiens: means ( i ) an Asset Sale to one or more Person(s ), ( ii ) a Merger or(iii ) an acquisition of at least [ * * ] percent ( [ * * ] % ) of Company ’s shares by a Person orby a Group in a single transaction or a series of related transactions . Notwithstandinganything to the contrary, ( a ) any Person that controls, is controlled by, or is undercommon control with, Company shall not be a for the purpose of thisdefinition, ( b ) any Group that is solely comprised of Persons that control, arecontrolled by, or are under common control with, Company shall not be a forthe purpose of this definition, and ( c ) for the purpose of this definition only, and, with correlative meanings, the terms and means the ( 1 ) ownership or control of more than fifty percent ( 50 % ) of the votingsecurities or other ownership interest of another Person or ( 2 ) the possession, directlyor indirectly, of the power to elect or appoint more than fifty percent ( 50 % ) of themembers of the governing body of the other Person