definiens: means, with respect to XPH, ( a ) a merger, consolidation, stock sale or sale or transfer of all or substantially all ofits assets or the assets to which this Agreement relates, or other similar transaction or series of transactions with a Third Party, unless, following such transaction or transactions, ( i ) the individuals and entities who were the beneficial owners of the outstanding voting securitiesof XPH immediately prior to such transaction beneficially own, directly or indirectly, at least fifty percent ( 50 % ) of the combined voting powerof the then outstanding voting securities entitled to vote generally in the election of directors or similar governing persons of the corporationor other entity resulting from such transaction ( ) in substantially the same proportions as their ownership immediately prior tosuch transaction of such outstanding voting securities, ( ii ) at least fifty percent ( 50 % ) of the members of the board of directors or similargoverning body of the Successor were members of the board of directors of XPH at the time of the execution of the initial agreement, or theaction of the board of directors of XPH, providing for such transaction, ( iii ) XPH retains title ownership after the transaction or transactions toproperties and assets ( x ) representing more than fifty percent ( 50 % ) of such Third Party ’s consolidated total assets or ( y ) from which morethan fifty percent ( 50 % ) of such Third Party ’s consolidated operating income for its most recent fiscal year was derived, and ( iv ) XPH is thesurviving entity in such transaction or transactions ; or(b ) any transaction or series of related transactions in which any Third Party or group of Third Parties acquires beneficial ownership ofsecurities of XPH representing more than fifty percent ( 50 % ) of the combined voting power of the then outstanding securities of XPH