definiens: shall mean, with respect to [COMPANY] or [COMPANY], asapplicable, the occurrence after the Distribution Effective Time of any of the following : ( A ) the sale, conveyance, transfer or other disposition ( however accomplished ), in one or a series of relatedtransactions, of all or substantially all of the assets of such Party ’s Group to a Third Party that is not anAffiliate of such Party ; ( B ) the consolidation, merger or other business combination of such Party with orinto any other to a Third Party that is not an Affiliate of such Party, immediately following which thestockholders of such Party immediately prior to such transaction fail to own in the aggregate at least amajority of the voting power in the election of directors of all the outstanding voting securities of thesurviving Person in such consolidation, merger or business combination or of its ultimate publicly tradedparent entity ; ( C ) a transaction or series of transactions in which any Person or ( as such term isused in Sections 13(d ) and 14(d ) of the Exchange Act ) acquires at least thirty - five ( 35 % ) of theoutstanding voting securities of such Party and effective control of such Party ( other than areincorporation, holding company merger or similar corporate transaction in which each of such Party’sstockholders owns, immediately thereafter, interests in the new parent company in substantially thesame percentage as such stockholder owned in such party immediately prior to such transaction ) ; or ( D)a majority of the board of directors of such Party ceasing to consist of Continuing Directors