definiens: means with respect to a party, any ( a ) direct or i ndirect acquisition of all or substantially all of the assets of such party, ( b ) direct or indirect acquisition by a Person, or group of Persons actin g in concert, of 50 % or more of the voting equity interests of a par ty, ( c ) tender offer or exchange offer that results in any Person, or group of Persons acting in concert, beneficially owning 50 % or more of the voting equity interests of a party, or ( d ) merger, consolidation, other business combin ation or similar transaction involving a party, pur suant to which any Person owns all or substantially all of the con solidated assets, net revenues or net income of a p arty, taken as a whole, or which results in the holders of the vot ing equity interests of a party immediately prior t o such merger, consolidation, business combination or similar tran saction ceasing to hold 50 % or more of the combined voting power of the surviving, purchasing or continuing en tity immediately after such merger, consolidation, other business combination or similar transaction, in all cases where such transaction is to be entered into with any person other than the other party to this Agreement or its Affiliates