definiens: shall mean any merger, consolidation, sale or transfer of all orsubstantially all of the assets, or other similar transaction to which the Purchaser is a partyunless, following such transaction or transactions, ( i ) the individuals and entities who were thebeneficial owners of the outstanding voting securities of the Purchaser immediately prior to suchtransaction beneficially own, directly or indirectly, more than fifty percent ( 50 % ) of thecombined voting power of the then outstanding voting securities entitled to vote generally in theelection of directors or similar governing persons of the corporation or other entity resulting fromsuch transaction ( ) in substantially the same proportions as their ownershipimmediately prior to such transaction of such outstanding voting securities, and ( ii ) at least fiftypercent ( 50 % ) of the members of the Board of Directors or similar governing body of theSuccessor were members of the Board of Directors of the Purchaser at the time of the executionof the initial agreement, or the action of the Board of Directors ofthe Purchaser, providing forsuch transaction