definiens: shall mean ( a ) anytransaction or series of related transactions to which [COMPANY] is a party ( including, without limitation, any stockacquisition, CONFIDENTIAL - Do not share without permission- 14 -EXECUTION COPY reorganization, merger or consolidation ), in which the holders of the voting share capital of [COMPANY] immediatelyprior to such merger cease to Control [COMPANY] after such transaction or series of related transactions ; ( b ) sale, lease, exclusive license or other conveyance of all or substantially all of the assets of [COMPANY] to an acquiringentity ; or ( c ) sale by [COMPANY] of a Controlling interest of [COMPANY] to an acquiring entity . For purposes of thisdefinition, and shall mean ( a ) direct or indirect beneficial ownership of at least fiftypercent ( 50 % ) of the voting share capital in such entity or ( b ) possession, directly or indirectly, of the affirmativepower to direct the management and policies of such entity, whether through ownership of voting securities or bycontract relating to voting rights or corporate governance . For clarity, any individual Third Party contractorengaged by Dow and/or any of its Affiliates to perform Strain Engineering Services on behalf of Dow or itsAffiliate, as applicable, at Dow ’s or its Affiliate ’s facilities, or under the direction of a Dow or Dow Affiliateemployee who is on - site, as applicable, shall not be deemed a Third Party under this Section 2.05.02 to whomsuch transfer of all, or part of, the Biological Material or Licensed Technology would require Dow or its Affiliate, as applicable, to comply with the procedures set forth above in this Section 2.05.02