definiens: means, with respect to a Party ( a ) the acquisition of beneficial owners hip, directly or indirectly, by any Person ( other than s uch Party or an Affiliate of such Party, and other than by virtue of obtaining irrevocable proxies ) of securities or other voting interest of such Party representing a majority or more of the combined voting power of such Party ’s then o utstanding securities or other voting interests, ( b ) any merger, reorganization, consolidation or business combinati on involving such Party with a Third Party that res ults in the holders of beneficial ownership ( other than by virt ue of obtaining irrevocable proxies ) of the voting securities or other voting interests of such Party ( or, if applic able, the ultimate parent of such Party ) immediatel y prior to such merger, reorganization, consolidation or business c ombination ceasing to hold beneficial ownership of at least 50 % of the combined voting power of the surviving e ntity immediately after such merger, reorganization, consolidation or business combination, ( c ) any sale, lease, exchange, contribution or other transfer ( in one transaction or a series of related transactions ) of all or substantially all of the assets of such Par ty to which this Agreement relates, other than a sale or disposition of such assets to an Affiliate of such Party, or ( d ) the approval of any plan or proposal for the liquidation or diss olution of such Party ( other than in circumstances where such Party is deemed a Debtor pursuant to Section 8.7 )