definiens: means ( a ) the acquisition, directly or indirectly, after the date of this LetterAgreement, by any person or group ( within the meaning of Section 13(d)(3 ) of the Exchange Act)of beneficial ownership of securities of the Company possessing more than 50 % of the totalcombined voting power of all outstanding voting securities of the Company, ( b ) a merger, consolidation or other similar transaction involving the Company, except for a transaction inwhich the holders of the outstanding voting securities of the Company immediately prior to suchmerger, consolidation or other transaction hold, in the aggregate, securities possessing morethan 50 % of the total combined voting power of all outstanding voting securities of the survivingentity immediately after such merger, consolidation or other transaction, or ( c ) an assignment, sale, transfer or exclusive license of all or substantially all of the Company ’s assets, whether bymerger, stock transfer, or otherwise