definiens: shall mean a ( a ) change in ownership or control ofa Party effected through any of the following transactions : ( i ) a merger, consolidation or other reorganization, unless securities representing more than fifty percent ( 501 % ) of the total combined voting power of the voting securities of the successor corporation are immediatcly thcreafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned such Party 's outstanding voting securities immediately prior to such transaction, ( ii ) any transfer or other disposition of all or substantially all of such Party 's assets, ( iii ) the acquisition, directly or indirectly by any person or related group of persons ( other ihan such Party or a person that directly or indirectly controls, is controlled by, or is under common control with, such Party ), ofbcneficial o\vnership of secmities possessing more than fifty percent ( 50 % ) o[the total combined voting pmvcr of such Party 's outstanding securities or ( b ) a change in the power to direct or cause the direction of the management and policies of a Party, directly or indirectly, whether through mvnership of voting securities or by contract or othenvise