definiens: means, with respect to a Person : ( a ) any sale, exchange, transfer, or issuance to or acquisition in one transaction or a series of related transactions resulting in a Third Party controlling at least fifty percent ( 50 % ) of the ownership inter est of such Person, whether such sale, exchange, tr ansfer, issuance or acquisition is made directly or indirectly, by m erger or otherwise, or beneficially or of record ; ( b ) a merger or consolidation under applicable law of such Person, with a Third Party in which the shareholders or equ ity holders of such Person, or any Affiliate that directly or i ndirectly controls such Person, immediately prior t o such merger or consolidation do not continue to control the ent ity surviving or resulting from such merger or cons olidation ; or ( c ) a sale or other disposition of all or substanti ally all of the assets of such Person to which this Agreement relates, to one or more Third Party(ies ) in one transaction or a series of related transactions . For the purpos es of this definition, a Person shall be regarded as in contro l of another Person if it owns, or directly or indi rectly controls, at least fifty percent ( 50 % ) of the voting stock or other ownership interest of the other Person, or i f it directly or indirectly possesses the power to direct or cause t he direction of the management and policies of the other Person by any means whatsoever