definiens: means, with respect to [COMPANY] Parent ( i ) a completed Business CombinationTransaction, unless, immediately following such completed Business Combination Transaction all or substantially allof the individuals and entities who were the beneficial owners of the outstanding voting securities of [COMPANY] Parentimmediately prior to such completed Business Combination Transaction beneficially own, directly or indirectly(including through one more holding companies or subsidiaries ) at least fifty percent ( 50 % ) of the then - outstandingvoting securities entitled to vote generally in the election of directors of the corporation or other entity resulting fromsuch completed Business Combination Transaction ( including a corporation or other entity that as a result of suchtransaction owns [COMPANY] Parent or all or substantially all of a [COMPANY] Parent ’s assets either directly or through one ormore subsidiaries ) ; ( ii ) the acquisition, directly or indirectly, by any Person ( other than Chiesi or its Affiliates ) ofbeneficial ownership of at least fifty percent ( 50 % ) or more of the outstanding voting securities of [COMPANY] Parent, or(iii ) the acquisition by a Third Party of all or substantially all of the assets of [COMPANY] or [COMPANY] Parent . As used inthis Agreement, means any securities of [COMPANY] Parent entitled to vote on the election of directors