definiens: with respect to Flexion, means an event in which : 1.11.1any other Person or group of Persons acquires beneficial ownership of securities of Flexion representing morethan fifty percent ( 50 % ) of the voting power of the then outstanding securities of Flexion with respect to theelection of directors of Flexion ( ) ; or 1.11.2Flexion enters into a merger, consolidation or similar transaction with another Person in which ( i ) Flexion isnot the surviving entity in such transaction and ( ii ) Persons having Controlling Ownership in Flexionimmediately prior to 2 such transaction do not have Controlling Ownership in the surviving entity immediately after the transaction;or 1.11.3a sale of a material portion of the assets of Flexion representing not less than fifty percent ( 50 % ) of the fairmarket value of Flexion;provided always that any of the above listed events shall not be considered a Change of Control, if the sole orpredominant purpose of the event or the related transaction is the financing of Flexion ’s business activitiesfrom private ( e.g. venture capital or private equity companies or private investors ) or public ( e.g. capitalmarkets ) sources . For the purposes of this Agreement a Change of Control shall be deemed to occur uponclosing of the respective event or transaction and upon satisfaction of all regulatory or other requirements orconditions in relation to such event or transaction