definiens: means, with respect to either Party, ( i ) the sale of all or substantially all of such Party ’s assetsor business relating to this Agreement ; ( ii ) a merger, consolidation, share exchange or other similar transaction involving suchParty and any Third Party which results in the holders of the outstanding voting securities of such Party immediately prior tosuch merger, consolidation, share exchange or other similar transaction ceasing to hold more than fifty percent ( 50 % ) of thecombined voting power of the surviving, purchasing or continuing entity immediately after such merger, consolidation, shareexchange or other similar transaction, or ( iii ) the acquisition by a person or entity, or group of persons or entities acting inconcert, of more than fifty percent ( 50 % ) of the outstanding voting equity securities of such Party ; in all cases of clauses ( i)-(iii ), where such transaction is to be entered into with any person or group of persons other than the other Party or itsAffiliates