definiens: means, with respect to a Party:(a ) the acquisition by any individual, entity or group ( within the meaning of Section 13(d)(3 ) or 14(d)(2 ) of the Securities ExchangeAct of 1934, as amended ) ( a ) of beneficial ownership ( within the meaning of Rule 13d-3 promulgated under the SecuritiesExchange Act of 1934, as amended ) of fifty percent ( 50 % ) or more of either ( i ) the then outstanding shares of common stock of such Party ( the ) or ( ii ) the combined voting power of the then outstanding voting securities of such Party entitled to votegenerally in the election of directors of such Party ( the ) ; provided, however, that for the purposes of thisclause ( a ), the following acquisitions of securities of such Party shall not constitute a Change of Control of such Party : ( x ) any acquisition bysuch Party, ( y ) any acquisition by any employee benefit plan ( or related trust ) sponsored or maintained by such Party or any corporationcontrolled by such Party or ( z ) any acquisition by any corporation pursuant to a transaction which complies with clauses ( i ) and ( ii ) of clause(b ) of this definition;(b ) the consummation of any acquisition, merger or consolidation involving any Third Party ( a ), unless immediately following such Business Combination Transaction, ( i ) the individuals and entities who were the beneficialowners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business CombinationTransaction beneficially own, directly or indirectly, fifty percent ( 50 % ) or more of, respectively, the then outstanding shares of common stockand the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case maybe, of the corporation or other entity resulting from such Business Combination Transaction ( including a corporation which as a result of suchtransaction owns the then - outstanding securities of such Party or all or substantially all of such Party ’s assets either directly or through one ormore subsidiaries ) in substantially the same proportions as their ownership, immediately prior to such Business Combination Transaction, ofthe Outstanding Common Stock and Outstanding Voting Securities, as the case may be and ( ii ) fifty percent ( 50 % ) or more of the members ofthe board of directors of the corporation resulting from such Business Combination Transaction were members of the Board of Directors ofsuch Party at the time of the execution of the initial agreement, or of the action of the Board of Directors of such Party, providing for suchBusiness Combination Transaction ; or(c ) a Party or any of its Affiliates sells or transfers to any Specified Person(s ) ( other than the other Party or its Affiliates ) in one ormore related transactions properties or assets representing all or substantially all of such Party ’s business or assets at the time of such sale ortransfer