definiens: means, with respect to a Par ty, any of the following : ( a ) the sale or disposit ion of all or substantially all of the assets of such P arty or its direct or indirect controlling Affiliat e to a Third Party, other than to an entity of which more than fifty pe rcent ( 50 % ) of the voting capital stock are owned a fter such sale or disposition by the Persons that were shareholder s of such Party or its direct or indirect controlli ng Affiliate ( in either case, whether directly or indirectly through any parent entity ) immediately prior to such trans action ; or ( b ) ( i ) the acquisition by a Third Party, alone or toge ther with any of its Affiliates, other than an empl oyee benefit plan ( or related trust ) sponsored or maintained by such Party or any of its Affiliates, of more than fifty percent ( 50 % ) of the outstanding shares of voting capital stock o f such Party or its direct or indirect controlling Affiliate, or ( ii ) the acquisition, merger or consolidation of such Pa rty or its direct or indirect controlling Affiliate with or into another Person, other than, in the case of this cla use ( b ), an acquisition or a merger or consolidatio n of such Party or its controlling Affiliate in which the holders o f shares of voting capital stock of such Party or i ts controlling Affiliate, as the case may be, immediately prior to such acquisition, merger or consolidation will ben eficially own, directly or indirectly, at least fifty percent ( 50 % ) of the shares of voting capital stock of the acqu iring Third Party or the surviving corporation in such acquisition, m erger or consolidation, as the case may be, immedia tely after such acquisition, merger or consolidation