definiens: means : ( a ) the acquisition by any Person or group of Perso ns of beneficial ownership of any capital stock of a Party or any direct or indirect parent o f a Party if, after such acquisition, such Person or group of Persons would be the beneficial owner, directly or indirectly, of securities of a Party or any direct or indirect par ent of a Party representing more than fifty percent ( 50 % ) ( or such lower percentage which is th e maximum percentage ownership permitted by law for a foreign investor where such foreign investor has the power to direct the management or policies of a Party ) of the combi ned voting power of a Party ’s or such direct or indirect parent ’s then outstanding securi ties entitled to vote generally in the election of directors ; ( b ) the consummation by a Party or any direct or in direct parent of a Party of a consolidation, amalgamation, merger, reorganization or arrangement with any Person or group, if the Persons who were not shareholders of such Party or such direct or indirect parent of such Party immediately prior to such consolidation, amal gamation, merger, reorganization or arrangement own immediately after such consolidatio n, amalgamation, merger, reorganization or arrangement more than fifty perce nt ( 50 % ) ( or such lower percentage which is the maximum percentage ownership permitted by law for a foreign investor where such foreign investor has the power to direct the m anagement or policies of a Party ) of ( i ) the continuing or surviving entity or ( ii ) any direct or indirect parent of such continuing or surviving entity ; or 3 ( c ) the sale, assignment, spin- off, divestiture or other transfer by a Party or an y of its Affiliates to any Person other than to an Affiliate of all or substantially all of the assets or business of a Party or any of its Affiliates involved in perfor ming any of the obligations of such Party under this Agreement