definiens: with respect to theCompany, shall mean any of the following transactions ( other than the transactions contemplated by this Agreement):(i ) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transactioninvolving the Company pursuant to which the members of the Company immediately preceding such transaction holdless than fifty - one percent ( 51 % ) of the aggregate equity interests in the surviving or resulting entity of suchtransaction or any direct or indirect parent thereof, ( ii ) a sale or other disposition by the Company of assetsrepresenting in excess of fifty - one percent ( 51 % ) of the aggregate fair market value of the Company ’s businessimmediately prior to such sale, or ( iii ) the acquisition by any person or group ( including by way of a tender offer or anexchange offer or issuance by the Company or such person or group ), directly or indirectly, of beneficial ownership ora right to acquire beneficial ownership of Units representing in excess of fifty - one percent ( 51 % ) of the voting power ofthe then outstanding Units