definiens: means in respect of a Party the occurrence after the Effective Date of any of thefollowing : ( i ) the sale, conveyance or disposition, in one or a series of related transactions, of all orsubstantially all of the assets of such Party to a Third Party that is not an Affiliate of such Party prior to suchtransaction or the first of such related transactions ; ( ii ) the consolidation, merger or other businesscombination of [COMPANY] US with or into any other Business Entity, immediately following which the then - current stockholders of the Party, as such, fail to own in the aggregate at least Majority Voting Power of thesurviving Party in such consolidation, merger or business combination or of its ultimate publicly - traded parentBusiness Entity ; or ( iii ) a transaction or series of transactions in which any Person or ( as such term isused in Sections 13(d ) and 14(d ) of the Exchange Act ) acquires Majority Voting Power of such Party ( otherthan ( a ) a reincorporation or similar corporate transaction in which each of such Party ’s stockholders owns, immediately thereafter, interests in Portions of this Exhibit, indicated by the mark were omitted and have been filed separately with theSecurities and Exchange Commission pursuant to the Registrant ’s application requesting confidentialtreatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended