definiens: means : ( i ) the acquisition, directly or indirectly, by any person, entity or ( withinmeaning of Section 13(d)(3 ) or 14(d)(2 ) of the Securities Exchange Act of 1934, as amended ), by means of atransaction or series of related transactions, of ( a ) beneficial ownership of fifty percent ( 50 % ) or more of theoutstanding voting securities of a Party ( or the surviving entity, as applicable, whether by merger, consolidation, reorganization, tender offer or other similar means ), or ( b ) all, or substantially all, of the assets of a Party and itsAffiliates ; or ( ii ) any consolidation or merger of a Party with or into any Third Party, or any other corporatereorganization involving a Third Party, in which those persons or entities that are 2CONFIDENTIAL – EXECUTION VERSION stockholders of the Party immediately prior to such consolidation, merger or reorganization ( or prior to any series ofrelated transactions leading up to such event ) own fifty percent ( 50 % ) or less of the surviving entity ’s voting powerimmediately after such consolidation, merger or reorganization