definiens: means with respect to Warner - Lambert or [COMPANY], as the case may be, ( i ) a merger, reorganization, consolidatio n, share exchange, business combination, recapitalization, liquidatio n, dissolution or similar transaction involving such party as a result of wh ich either ( A ) such party 's stockholders prior to such transaction ( by virtue of their ownership of such party 's shares ) in the aggregate cease to own at least 60 % of the voting securities of the entity survivi ng or resulting from such transaction ( or the ultimate parent entity thereof ) or, regardless of the percentage of voting securities held by such stock holders, if any Person shall beneficially own, directly or indirectly, at least 40 % of the voting securities of such ultimate parent entity, or ( B ) the individuals comprising the board of directors of such party pr ior to such transaction do not constitute a majority of the board of direc tors of such ultimate parent entity, ( ii ) a sale, lease, exchange, trans fer or other disposition of at least 40 % of the assets of such party and it s Subsidiaries, taken as a whole, in a single transaction or a series of re lated transactions, or ( iii ) the acquisition, directly or indirectly, by a Person of beneficial ownership of 40 % or more of the common stock of su ch party whether by merger, consolidation, share exchange, business co mbination, tender or exchange offer or otherwise ( other than a merger, reorganization, consolidation, share exchange, business combinatio n, recapitalization, liquidation, dissolution or similar transaction up on the consummation of which such party 's stockholders would in the aggre gate beneficially own greater than 60 % of the voting securities of such Person )