definiens: means ( a ) the acquisition, directly or indirectly, after the date of this Letter Agreement, by anyperson or group ( within the meaning of Section 13(d)(3 ) of the Exchange Act ) of beneficial ownership of securities ofthe Company possessing more than 50 % of the total combined voting power of all outstanding voting securities of theCompany, ( b ) a merger, consolidation or other similar transaction involving the Company, except for a transaction inwhich the holders of the outstanding voting securities of the Company immediately prior to such 4merger, consolidation or other transaction hold, in the aggregate, securities possessing more than 50 % of the totalcombined voting power of all outstanding voting securities of the surviving entity immediately after such merger, consolidation or other transaction, or ( c ) an assignment, sale, transfer or exclusive license of all or substantially all ofthe Company ’s assets, whether by merger, stock transfer, or otherwise