definiens: means any of the following with respect to Immuno core : ( a ) the sale or disposition of all or substantially all of its assets to a Comp eting Party ; ( b ) the acquisition by a Competing Par ty, acting alone or in concert with other person(s ), of more than fi fty percent ( 50 % ) of the combined voting power of I mmunocore ’s outstanding voting securities or otherwise the powe r to control the appointment of the board of direct ors of [COMPANY] ; or ( c ) a merger, consolidation, share e xchange or other similar transaction of [COMPANY] and a Competing Party which results in the holders of the outstanding voting securities of [COMPANY] immedi ately prior to such merger, consolidation, share exchange or other similar transaction ceasing to hold more than fifty percent ( 50 % ) of the combined voting power of the s urviving, purchasing or continuing entity immediate ly after such merger, consolidation, share exchange or other similar transaction . Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely on a ccount of an ( x ) initial public 2 Certain confidential information contained in this document, marked by [ * * * ], has been omitted because it is both ( i ) not material and ( ii ) is the type th at the registrant treats as private or confidential