definiens: means : ( i ) the acquisition, directly or indirectl y, by any person, entity or ( within meaning of Section 13(d)(3 ) or 14(d)(2 ) of the Secu rities Exchange Act of 1934, as amended ( the ) ) by means of a transaction or series of related transactions, of ( a ) beneficial ownership of fifty percent ( 50 % ) or more of the outstanding Voting Securities of a Party ( or the surviving enti ty, as applicable, whether by merger, consolidation, reorganization, tender offer or other similar means ), or ( b ) all, or subst antially all, of the assets of a Party and its Affi liates ; or ( ii ) any consolidation or merger of a Party with or into any Third Party, or any other corporate reorganization involving a T hird Party, in which those persons or entities that are stockholders of the 2 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omit ted and filed separately with the Securities and Exchange Commiss ion pursuant to Rule 24b-2 of the Securities Exchan ge Act of 1934, as amended