definiens: means, with respect to a Party, ( a ) completion of a merger, reorganization, amalgamation, arrangement, shareexchange, consolidation, tender or exchange offer, private purchase, business combination, recapitalization or other transaction involving aParty as a result of which the stockholders of such Party immediately preceding such transaction hold less than fifty percent ( 50 % ) of theoutstanding shares, or less than fifty percent ( 50 % ) of the outstanding voting power, respectively, of the ultimate company or entity resultingfrom such transaction immediately after consummation thereof ( including a company or entity which as a result of such transaction owns thethen - outstanding securities of a Party or all or substantially all 2 [ * * * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTEDBECAUSE THE INFORMATION ( I ) IS NOT MATERIAL AND ( II ) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED