definiens: shall mean, with respect to a Party, any transaction or series of related transactions that constitute : ( i ) thesale of all or substantially all of such Party ’s business or assets to an acquiring entity ; ( ii ) any merger, consolidation, share exchange, recapitalization, business combination or other transaction to which such Party is subject resulting in the exchange of the outstanding sharesof such Party for securities or consideration issued, or caused to be issued, by the acquiring entity ; or ( iii ) an acquiring entity having obtainingbeneficial ownership of fifty percent ( 50 % ) or more of the outstanding voting securities of such Party ; unless in any of cases ( i ), ( ii ) or ( iii ) thestockholders of such Party as of the date prior to the closing date of such transaction or series of related transactions hold more than fiftypercent ( 50 % ) of the voting securities in the surviving entity in such transaction or its parent outstanding immediately after the closing of suchtransaction or series of transactions