definiens: means the occurrence of any of the following : ( a ) Nektar enters into a merger, consolidation, stock sale or sale or transfer of all or substantially all of theassets, or other similar transaction or series of transactions with another Person unless, in the case of a merger, consolidation, stock sale, or other similar transaction or series of transactions, following such transaction or transactions, ( i ) the Persons whowere the beneficial owners of the outstanding voting securities of Nektar 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 entitledto vote generally in the election of directors or similar governing persons of the corporation or other entity resulting from suchtransaction ( ), and ( ii ) at least fifty percent ( 50 % ) of the members of the Board of Directors or similar governing bodyof the Successor were members of the Board of Directors of Nektar at the time of the execution of the initial agreement, or theaction of the Board of Directors of Nektar, providing for such transaction