definiens: means, with respect to a Party, ( i ) a merger, acquisition or consolidation with a ThirdParty which results in the voting securities of such Party outstanding immediately prior thereto ceasing to represent at leastfifty percent ( 50 % ) of the combined voting power of the surviving entity immediately after such merger, acquisition orconsolidation, ( ii ) a transaction or series of related transactions in which a Third Party, together with its Affiliates, becomes theowner of fifty percent ( 50 % ) or more of the combined voting power of the outstanding securities of such Party, ( iii ) the sale orother transfer to a Third Party of all or substantially all of such Party ’s business to which the subject matter of this Agreementrelates, ( iv ) the stockholders or equity holders of such Party shall approve a plan of complete liquidation of such Party or anagreement for the sale or disposition by such Party of all or a substantial portion of such Party ’s assets, other than pursuant tothe transaction as described above or to an Affiliate, or ( v ) a change in the composition of such Party ’s board of directors ( the ) over a period of twelve ( 12 ) consecutive months or less such that a majority of the Board members ceases by reasonof one or more contested elections for Board membership to be [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separatelywith the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended