definiens: means, with respect to a Party, any of the follow ing : ( a ) the sale or disposition of all or substantially all of the asse ts of such Party or its direct or indirect controll ing Affiliate to a Third Party, other than to an Entity of which more than fifty percent ( 50 % ) of the voting capital stoc k are owned after such sale or disposition by the Persons that were shareholders of such Party or its direct or in direct controlling Affiliate ( in either case, whether directly or indi rectly through any parent Entity ) immediately prior to such transaction ; or ( b ) ( i ) the acquisition by a Third Party, alone or together with any of its Affiliates, other than an employee benefit plan ( or related trust ) sponsored or maintained by such Party or any of its Affiliate s, of more than fifty percent ( 50 % ) of the outstanding shares of voting capital stock of such Party or its direct or indirect controlling Affiliate, or ( ii ) the acquisition, mer ger or consolidation of such Party or its direct or indirect controlling Affiliate with or into another Person, other than, in the case of this clause ( b ), an acquisition or a merger or consolidation of such Party or its controlling Affi liate in which the holders of shares of voting capi tal stock of such Party or its controlling Affiliate, as the case may be, immediately prior to such acquisition, merger or consolidation will beneficially own, directly or indirectly, at l east fifty percent ( 50 % ) of the shares of voting ca pital stock of the 2 acquiring Third Party or the surviving corporation in such acquisition, merger or consolidation, as th e case may be, immediately after such acquisition, merger or c onsolidation