definiens: means with respect to [COMPANY], ( a ) the sale or disposition to a Third Party of all or substantially all of the assets of Zymewo rks to which the subject matter of this Agreement r elates ; or ( b ) ( i ) the acquisition by a Third Party ( acting al one or in concert with one or more other Persons ) o f more than fifty percent ( 50 % ) of the issued voting shares of [COMPANY], ( ii ) the acquisition, merger or consolid ation of [COMPANY] with or into a Third Party, or ( iii ) the sale or disposition to a Third Party of all or subs tantially all of the assets of [COMPANY] . A Change of Control will n ot include an acquisition or a merger or consolidat ion of [COMPANY] in which the holders of the voting shares of [COMPANY] immediately prior to such acquisition, merger or consolidation will beneficially own, dire ctly or indirectly, and at least fifty percent ( 50 % ) of the voting shares of the acquiring Third Party or the survivin g entity in such acquisition, merger or consolidati on, as the case may be, immediately after such acquisition, me rger or consolidation, and in the same relative pro portion among such holders as immediately prior to such acq uisition, merger or consolidation