definiens: means, with respect to either Party, ( i ) the sale of all or substantially all of such Party’sassets or business relating to this Agreement ; ( ii ) a merger, consolidation, share exchange or other similar transactioninvolving such Party and any Third Party which results in the holders of the outstanding voting securities of such Partyimmediately prior to such merger, consolidation, share exchange or other similar transaction ceasing to hold more than fiftypercent ( 50 % ) of the combined voting power of the surviving, purchasing or continuing entity immediately after such merger, consolidation, share exchange or other similar transaction, or ( iii ) the acquisition by a person or entity, or group of persons orentities acting in concert, of more than fifty percent ( 50 % ) of the outstanding voting equity securities of such Party ; in allcases of clauses ( i)-(iii ), where such transaction is to be entered into with any personstththststst 3 [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities andExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended