definiens: means ( a ) the closing of a merger, tender offer, share exchange, reorganization, consolidation or other transaction between [COMPANY] or, if an [COMPANY] Holding Company exists, such IntellikineHolding Company, on the hand, and a Third Party(ies ), on the other hand, in which the shareholders of [COMPANY] or, ifan [COMPANY] Holding Company exists, such [COMPANY] Holding Company, immediately prior to such transaction wouldhold fifty percent ( 50 % ) or less of the voting securities or other voting interests of the surviving or resulting entityimmediately after such transaction ( in either case, whether directly or indirectly through any parent entity ), or ( b ) theclosing of any sale or other disposition of all or substantially all of the assets of [COMPANY] or, if an [COMPANY] HoldingCompany exists, such [COMPANY] Holding Company, to a Third Party(ies ), in either case which assets relate to the subjectmatter of this Agreement, other than such a sale or other disposition of all or substantially all of such assets ofIntellikine or, if an [COMPANY] Holding Company exists, such [COMPANY] Holding Company, to an entity of which morethan fifty percent ( 50 % ) of the voting securities or other voting interests of such entity are owned after such sale ordisposition by shareholders of [COMPANY] or, if an [COMPANY] Holding Company exists, by shareholders of suchIntellikine Holding Company ( in either case, whether directly or indirectly through any parent entity )