definiens: shall mean, with respe ct to a party, any of the following : ( a ) the sale o r disposition of all or substantially all of the assets of such p arty or its direct or indirect parent corporation t o a Third Party, ( b ) the acquisition by a Third Party which constitu tes one person, as such term is used in Section 13 ( d ) and 14(d ) of the Securities Exchange Act of 1934, as amended ( the ), together with any such person ’s or as such terms are def ined in the Exchange Act, other than an employee be nefit plan ( or related trust ) sponsored or maintained by such party or any of its Affiliates, of more than 50 % of the outstanding shares of voting capital stock of such party or its direct or indirect parent corporation, or ( c ) the merger or consolidation of such party or its direct or indirect parent corporation with or into anothe r corporation, other than, in the case of this clause ( c ), an acqu isition or a merger or consolidation of such party or its direct or indirect parent corporation in which holders of sha res of the voting capital stock of such party or it s direct or indirect parent corporation, as the case may be, i m mediately prior to the acquisition, merger or conso lidation will have at least fifty percent ( 50 % ) of the ownership of voting capital stock of the acquiring Third Part y or the surviving corporation in such merger or consolidati on, as the case may be, immediately after the merge r or consolidation