definiens: means ( i ) an Asset Sale to one or more Person(s ) in a single transaction or series of related transactions, ( ii ) a Merger or ( iii ) an acquisition of at least [ * * ] percent ( [ * * ] % ) of Company ’s shares by a Person or by a Group in a single tran saction or a series of related transactions . Notwithstanding anything to the contrary, ( a ) any Person that controls, is controlled by, or is under common control with, Company shall not be a for the purpose of this definition, ( b ) any Group that i s solely comprised of Persons that control, are controlled by, or are under common control with, Company shall not be a for the purpose of this definition, and ( c ) for the purpose of this definition only, and, with correlative meanings, t he terms and means the ( 1 ) ownership or control of more than fifty percent ( 50 % ) of the voting securities or other ownership interest of another Person or ( 2 ) the possession, directly or indirectly, of the power to elect or appoint more than fifty percent ( 50 % ) of the members of the governing body of the other Person