definiens: means : ( i ) a sale to a Third Person reasonably dete rmined in good faith by Q - Med to be then competing with Q - Med of all or substantially all of QMS ’ assets ; ( ii ) a merger, reorganization or consolidation involvi ng QMS or any of its Affiliates and such Third Person in whic h the stockholders or any Affiliate of QMS immediat ely prior to such transaction cease to own, directly or indir ectly, collectively a majority of the voting or equ ity rights or interests of a successor entity to QMS ; or ( iii ) th e acquisition, directly or indirectly through one o r more Affiliates, by such Person or group of Persons ( inc luding such Third Person reasonably determined in g ood faith to be competing with Q - Med ) acting in concert of 50 % or more of the voting or equity rights or interes ts of QMS