definiens: with respect to a Party, means any transaction or series of related transactions in which such Party : ( a ) sells, conveys or otherwise disposes of all or substantially all, whether directly or indirectly, of its assets or business ; or ( b)(i ) merges, cons olidates with, or is acquired by any other Person ( other than an Affiliate of such Party, provided that such Person was an Affiliate of such Party prior to the Execution Date ) ; or ( ii ) effects any other transaction or series of related transactions ; in eac h case of subsection ( i ) or ( ii ), such that the stockholders of such Party immediately prior thereto, in the aggregate, no longer own, directly or indirectly, beneficially or legally, at least fifty percent ( 50 % ) of the outstanding voting securities, capit al stock or other ownership interest of the surviving Person following the closing of such merger, consolidation, other transaction or series of related transactions . The Parties acknowledge that in * * * Certain information in this agreement has been omit ted and filed separately with the Securities and Exchange Commission . [ * * * ] indicates that text has been omitted and is the subject of a confidential treatment request