definiens: means ( a ) a transaction or series of related tran sactions pursuant to which any Third Party or group of relat ed Third Parties ( e.g., two or more Third Parties t hat act as a group for purposes of Section 13(d ) of the Securiti es Exchange Act of 1934 ( the ) ) directly or indirectly would first become the beneficial owner of capital stock representing fifty percent ( 50 % ) o r more of the total voting rights of Kiniksa and/or an Affili ate then outstanding or would first acquire the pow er to elect or appoint fifty percent ( 50 % ) or more of the membe rs of the Board of Directors of Kiniksa and/or an A ffiliate, ( b ) a transaction in which Kiniksa and/or an Affili ate proposes to sell to a Third Party all or substa ntially all of its assets, or ( c ) a merger transaction with a Thir d Party in which the stockholders of record of Kini ksa and/or an Affiliate immediately prior to the consummation of such transaction would not beneficially own capi tal stock representing fifty percent ( 50 % ) or more of t he total voting rights of the surviving entity afte r the consummation of such transaction