definiens: means with respect to a party, any ( a ) direct or indirect acquisition of all or substantially all ofthe assets of such party, ( b ) direct or indirect acquisition by a Person, or group of Persons acting in concert, of 50%or more of the voting equity interests of a party, ( c ) tender offer or exchange offer that results in any Person, or groupof Persons acting in concert, beneficially owning 50 % or more of the voting equity interests of a party, or ( d ) merger, consolidation, other business combination or similar transaction involving a party, pursuant to which any Person ownsall or substantially all of the consolidated assets, net revenues or net income of a party, taken as a whole, or whichresults in the holders of the voting equity interests of a party immediately prior to such merger, consolidation, business combination or similar A-2 - 1 transaction ceasing to hold 50 % or more of the combined voting power of the surviving, purchasing or continuingentity immediately after such merger, consolidation, other business combination or similar transaction, in all caseswhere such transaction is to be entered into with any person other than the other party to this Agreement or itsAffiliates