definiens: means the occurrence of any of the following : ( a ) A Party entering into a merger, consolidation, stock sale or sale or transfer of all or substantially all of its assets, or other similar transaction or series of transactions with another entity, unless, following such transaction or transactions, ( i ) the individuals and entities who were the beneficial owners of the outstanding voting securities of such Party immediately prior to such transaction beneficially own, directly or indirectly, more than fifty percent ( 50 % ) of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such transaction ( ) in substantially the same proportions as their ownership immediately prior to such transaction of such outstanding voting securities, and ( ii ) more than fifty percent ( 50 % ) of the members of the Board of Directors or similar governing body of the Successor were members of the Board of Directors of such Party at the time of the execution of the initial agreement regarding such transaction or transa ctions, or the action of the Board of Directors of such Party, governing such transaction ; or ( b ) any transaction or series of related transactions in which any person or entity or group of persons or entities acquires beneficial ownership of securitie s of a Party representing more than fifty percent ( 50 % ) of the combined voting power of the then outstanding securities of such Party