definiens: means the occurrence of any of the following : ( a ) A Party enters into a merger, consolidation, stock sale or sale or transfer of all or substantially all of its assets, or other similar transaction or series of transactions with another Person, unless, following such transaction or transactions, ( i ) the individuals and entities who were the beneficial owners of the outstanding voting securities of such Party immediately prior to such transaction beneficially own, directly or indirectly, at least fifty percent ( 50 % ) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or similar governing persons of the corporation or other entity resulting from such transaction ( ) in substantially the same proportions as their ownership immediately prior to such transaction of such outstanding voting securities, ( ii ) at least fifty percent ( 50 % ) of the members of the Board of Directors or similar governing body of the Successor were members of the Board of Directors of such Party at the time of the execution of the initial agreement, or the action of the Board of Directors of such Party, providing for such transaction, ( iii ) the Party retains title ownership after the transaction or transactions to properties and assets ( x ) representing more than fifty percent ( 50 % ) of such Person 's consolidated total assets or ( y ) from which more than fifty percent ( 50 % ) of such Person 's consolidated operating income for its most recent fiscal year was derived, and ( iv ) such Party is the surviving entity in such transaction or transactions ; or ( b ) any transaction or series of related transactions in which any Person or group of Persons acquires beneficial ownership of securities of a Party representing more than CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMIS SION PURSUANT TO RULE 24B-2 OFTHE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED