definiens: shall mean any of the following events, and shall mean the distributable proceeds derived from : ( i ) A sale of more than 70 % of the share capital of the Corporation to a Third Party ( excluding those persons defined in Sections 17.5(a ), and 17.5(b ) as well as 17.5 ( e ) to 17.5(g ) ) as part of a share deal in a single transaction or a series of related transactions ( including after exercis ing the Drag Along Right according to Section 20 ) ; ( ii ) A sale of the total or a predominant part ( minimum 70 % of the market value ) of the Corporation ’s tangible and intangible assets ( Wirtschaftsgüter ) ( calculated at fair market value ) to a Third Party ( excluding any person defined in Sections 17.5(a ) and 17.5(b ) ) as part of an asset deal or a plurality of successive asset deals ( ), provided that in the event of successive transactions, the asset ratios at the time of the first individu al transaction are to be used for calculating the definitive total rate of the above 70 % threshold and then to add in relation thereof the rates of the following individual transactions for the assets existing at that time . To the extent that the Sharehold ers collect funds which derive from such individual transactions based on profit distributions by the Corporation, which do not take place by claiming the liquidation preferences, they are not required to provide them again to service the liquidation prefe rences ; 55 ( iii ) A share swap, contribution of shares or the assets of the Corporation, a merger or another act of conversion as part of the Conversion Act ( Umwandlungsgesetz ) with a Third Party ( excluding any person defined in Sections 17.5(a ) and 17.5(b ) as well as in Sections 17.5(e ) to 17.5(g ) ) under the condition that the Shareholders of the Corporation hold less than 50 % of the voting rights in the new company as a result of such a transaction, provided that the so derived Exit Proc eeds shall to the extent possible be distributed by transferring ( if applicable after completion of the transaction between the former shareholders ) shares that they have received as consideration for the Shares in the Corporation . If a transfer of such ne w company shares is not possible ( for example, because they are subject to transfer restrictions ), such shares which would be transferred pursuant to the previous sentence to the parties entitled to such Exit Proceeds are to be held on behalf of the partie s entitled to them in trust ( i.e., by disbursing the revenue from the relevant shares or their sale, but without impairing the other shareholder rights, in particular the voting right ) by the parties obligated to distribute Exit Proceeds . Settling the Exit Proceeds in cash is not required in this case