definiens: means, with respect to a Party, any of the follow ing : ( a ) the sale or disposition of all or substantially all of the asse ts of such Party or its direct or indirect controll ing Affiliate to a Third Party, other than to an Entity of which more than fifty percent ( 50 % ) of the voting capital stoc k are owned after such sale or disposition by the Persons that were shareholders of such Party or its direct or in direct controlling Affiliate ( in either case, whether directly or indi rectly through any parent Entity ) immediately prior to such transaction ; or ( b ) ( i ) the acquisition by a Third Party, alone or together with any of its Affiliates, other than an employee benefit plan ( or related trust ) sponsored or maintained by such Party or any of its Affiliate s, of more than fifty percent ( 50 % ) of the outstanding shares of voting capital stock of such Party or its direct or indirect controlling Affiliate, or ( ii ) the acquisition, mer ger or consolidation of such Party or its direct or indirect controlling Affiliate with or into another Person, other than, in the case of this clause ( b ), an acquisition or a merger or consolidation of such Party or its controlling Affi liate in which the holders of shares of voting capi tal stock of such Party or its controlling Affiliate, as 2 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT O F A CONFIDENTIAL TREATMENT REQUEST WITH THE U.S. SECURITIES AND EXCH ANGE COMMISSION ( )