definiens: means : ( a ) with respect to either Party : ( i ) the acquisition by a Third Party, in one transaction or a series of related transactions, of direct or indirect beneficial ownership of more than fifty percent ( 50 % ) of the outstanding voting equity securities of such Party ( excluding, for clarity, an acquisition by a Third Party where the stockholders of such acquired Person immediately prior to such transaction hold a majority of the voting shares of outstanding capital stock of the surviving entity immediately following such transact ion ) ; ( ii ) a merger or consolidation involving such Party, as a result of which a Third Party acquires direct or indirect beneficial ownership of more than fifty percent ( 50 % ) of the voting power of the surviving entity immediately after such merger, reorg anization or consolidation ; or ( iii ) a sale of all or substantially all of the assets of such Party in one transaction or a series of related transactions to a Third Party . The acquiring or combining Third Party in any of ( i ), ( ii ) or ( iii ), and any of suc h Third Party ’s Affiliates ( whether in existence as of or any time following the applicable transaction, but other than the acquired Party and its Affiliates as in existence prior to the applicable transaction or Affiliates it controls after the applicable transaction ) are referred to collectively herein as the ; or ( b ) with respect to the acquisition of Avidity by a [COMPANY] Competitor, whether in one transaction or a series of related transactions, in addition to the items in ( a ) above, the acquisition of : ( i ) majority control of the board of directors or equivalent go verning body of Avidity ; ( ii ) the ability to cause the direction of the management or allocation of corporate resources of Avidity ; or ( iii ) all or substantially all of the assets of Avidity related to the transactions contemplated by this Agreement ; in wh ich case such [COMPANY] Competitor and its Affiliates ( other than Avidity and its Affiliates in existence prior to the applicable transaction ) shall also be considered an Acquirer