definiens: means the acquisition of Licensee by any Third Party on or before the fifthanniversary of the Effective Date by means of any transaction or series of related transactions to which Licensee is a party(including, any stock acquisition, merger or consolidation ), in which transaction or series of transactions ( i ) the holders ofoutstanding voting securities of Licensee immediately prior to such transaction or such series of related transactions do nothold, directly or indirectly, at least 50 % of the combined outstanding voting power of the acquiring entity, the survivingentity ( or Licensee if it is the surviving entity 4 in such transaction ), or the acquiring entity ’s or the surviving entity ’s ( or Licensee ’s if it is the surviving entity in suchtransaction ) direct or indirect parent entity, immediately after such transaction or series of related transactions, ( ii ) themembers of the board of directors of Licensee immediately prior to such transaction or series of related transactions do notconstitute at least a majority of the board of directors of the acquiring entity or the surviving entity ( or Licensee if it is thesurviving entity of such transaction or such series of related transactions ) immediately after such transaction or such series ofrelated transactions, or ( iii ) the transfer or sale of all or substantially all of the collective business or assets of Licensee, including any such transfer or sale effected of all or substantially all of the collective business or assets of Licensee through abankruptcy proceeding ( whether voluntary or involuntary ) or an assignment for the benefit of creditors