definiens: means the occurrence of any of the following:(a ) Either Party to this Agreement enters into a merger, consolidation, stock sale or sale or transfer of all orsubstantially all of its assets, or other similar transaction or series of transactions with another Person unless, following suchtransaction or transactions, ( i ) the individuals and entities who were the beneficial owners of the outstanding voting securitiesof the subject 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 ofdirectors or similar governing persons of the corporation or other entity resulting from such transaction ( ) insubstantially the same proportions as their ownership immediately prior to such transaction of such outstanding votingsecurities, ( ii ) at least fifty percent ( 50 % ) of the members of the Board of Directors or similar governing body of the Successorwere members of the Board of Directors of the subject Party at the time of the execution of the initial agreement, or the actionof the Board of Directors of the subject Party, providing for such transaction ; ( iii ) the subject Party retains title ownership afterthe transaction or transactions to properties and assets ( x ) representing more than fifty percent ( 50 % ) of such Person’sconsolidated total assets or ( y ) from which more than fifty percent ( 50 % ) of such Person ’s consolidated operating income forits most recent fiscal was derived, and ( iv ) the subject Party is the surviving entity in such transaction or transactions;(b ) any transaction or series of related transactions in which any Person or group of Persons acquires beneficialownership of securities of the subject Party representing more than fifty percent ( 50 % ) of the combined voting power of thethen outstanding securities of the subject Party