definiens: shall mean the acquisition ( whether by take - over bi d, share exchange, amalgamation, merger, plan of arrangement, reorganization or subscription of securities ) of voting securities of Thera by a Person, whether act ing alone or jointly or in concert with other Perso ns, resulting in his holding of more than fifty percent ( 50 % ) of Thera ’s voting securities, or the sale, l ease, licensing, transfer or disposal ( whether voluntary or involuntary ) of all, or substantially all, of th e assets of Thera to a Person . For the purposes of this defi nition, it is a question of fact as to whether a Pe rson is acting jointly or in concert with an other Person b ut a Person who, pursuant to an agreement, commitment or understanding, whether formal or info rmal, acquires securities of Thera or who intends to exercise the voting rights attached to the secur ities of Thera in concert with an other Person shal l be presumed to be acting jointly or in concert with su ch other Person