definiens: means with respect to a Party : ( i ) that a majority of the outstanding voting securitie s of such Party become beneficially owned directly or indirectly by any Third Party ( or group of Third Parties acting in concert ) that did not own a majority of the voting securities of such Party as of the Effective Date ; ( ii ) possession of the power to direct or cause the dire ction of the management and policies of such Party, whether through ownership of the outsta nding voting securities, by contract or otherwise, becomes vested in one or more individual s or entities that did not possess such power as of the Effective Date ; ( iii ) that such Party consolidates with or merges into an other corporation or entity, or any corporation or entity consolidates with or merges i nto such Party, in either event pursuant to a transaction in which more than fifty percent ( 50 % ) of the total voting power of the securities outstanding of the surviving entity normally entitl ed to vote in elections of directors is not held by the individuals or entities holding at least fif ty percent ( 50 % ) of the outstanding securities of such entity preceding such consolidation or merg er ; or ( iv ) that such Party conveys or transfers all or substan tially all of its assets or the assets to which the subject matter of this Agreement relates to any Third Party