definiens: means any transaction or series of transactions involving : ( a ) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction : ( i ) in which a Party is aconstituent corporation ; ( ii ) in which a Person or ( as defined in the Exchange Act and the rules promulgatedthereunder ) of Persons directly or indirectly acquires beneficial or record ownership of securities representing morethan 20 % of the outstanding securities of any class of voting securities of a Party or any of its Subsidiaries ; or ( iii ) inwhich a Party or any of its Subsidiaries issues securities representing more than 20 % of the outstanding securities ofany class of voting securities of such Party or any of its Subsidiaries ; provided, however, in the case of Immunic, theImmunic Pre - Closing Financing shall not be an ; ( b ) any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account for 20 % or moreof the consolidated book value or the fair market value of the assets of a Party and its Subsidiaries, taken as a whole, other than the sale, divestiture and/or winding down of the Vital Legacy Business or the sale, license or otherdisposition of any or all of the Vital Legacy Assets by Vital ; or ( c ) any tender offer or exchange offer, that ifconsummated would result in any Person beneficially owning 20 % or more of the outstanding equity securities of aParty or any of its Subsidiaries