definiens: means ( i ) the acquisition after the date of this Agreement, directly or indirectly, by any Person or group ( within the meaning of Section 13(d)(3 ) of the Exchange Act ) of the beneficial ownership of securities of the Company possessing more than 50 % of the total combined voting power of all outstan ding voting securities of the Company ; ( ii ) a merger, consolidation or other similar transaction involving the Company, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such merger, cons olidation or other transaction hold, in the aggregate, securities possessing more than 50 % of the total combined voting power of all outstanding voting securities of the surviving entity immediately after such merger, consolidation or other transaction ; or ( c ) the sale, transfer, license or other disposition ( in one transaction or a series of related transactions ) of all or substantially all of the assets of the Company