definiens: . Business C ombination shall mean a merger, consolidation, or other similar extraordina ry transaction to which [COMPANY] is a party, or the sale or other disposi tion of all or substantially all of the assets of [COMPANY], unless, following such transaction, ( i ) the individuals and entities who were the beneficial ow ners of the then outstanding voting shares of [COMPANY] immediately prior to su ch transaction would beneficially own, directly or indirectly, more than [ * * ] % of the then outstanding voting shares entitled to vote generall y in the election of directors of the corporation or other entity result ing from such transaction in substantially the same proportions as their ownersh ip, immediately prior to such transaction, of the voting shares outstanding immed iately prior to such transaction, ( ii ) no Person would beneficially own, directly or indirectly, [ * * ] % or more of the then outstanding voting shares of the corporation resulting from such transaction or the combined voting power of the then outstanding voting shares of such corporation, and ( iii ) at lea st [ * * ] % of the members of the board of directors that would result from such transaction were members of the Board of Directors of [COMPANY] at the time of the execution of the initial agreement, or the action of the Board of Directors of [COMPANY], providing for such transaction . For purposes of this definition, if [COMPANY] transfers all or a substantial portion of the assets relating to the Product to an Affiliate of [COMPANY], then all references in this definiti on to shall be deemed to refer to [COMPANY] or such Affiliate or both