definiens: means, with respect to TG, a transaction or series of related transactions ( includingany merger, consolidation, share exchange, reorganization or combination ) involving TG and any Third Party that results in(a ) the holders of outstanding voting securities of TG immediately prior to such transaction ceasing to represent at least fiftypercent ( 50 % ) of the combined outstanding voting power of TG or of the surviving or continuing entity immediately aftersuch transaction or series of transactions ; ( b ) any Third Party ( other than a trustee or other fiduciary holding securities underan employee benefit plan ) becoming the beneficial owner of fifty percent ( 50 % ) or more of the combined voting power ofthe outstanding securities of TG ( including as a single Third Party all persons who in concert or act together as a forpurposes of acquiring shares of TG, in accordance with Section 13(d ) of the Securities Act of 1934 ) ( other than aninvestment transaction by an entity not engaged in the pharmaceutical or biotechnology business, the purpose of which is toraise capital for TG ) ; or ( c ) the sale or other disposition to a Third Party of all or substantially all of TG ’s assets or businessto which this Agreement relates