definiens: means the Third Party involved in theChange of Control, and any Affiliate of such Third Party that was not anAffiliate of the Acquired Party immediately prior to the Change of Control ; and means the Party that was the subject of such Change ofControl, together with any entity that was its Affiliate immediately prior to theChange of Control, and means any of the following : ( i)the sale or disposition of all or substantially all of the assets of a Party to aThird Party, ( ii ) the acquisition by a Third Party, other than an employeebenefit plan ( or related trust ) sponsored or maintained by a Party or any of itsAffiliates, of more than [ * * ] of such Party ’s outstanding shares of voting capitalstock ( e.g., capital stock entitled to vote generally for the election of directors),or ( iii ) the merger or consolidation of a Party with or into another corporation, other than, in the case of ( i - iii ) of this definition, an acquisition or a merger orconsolidation or sale of assets of the Party in which holders of shares of suchParty ’s voting capital stock immediately prior to the acquisition, merger, saleor consolidation have at least [ * * ] of the ownership of voting capital stock ofthe acquiring Third Party or the surviving corporation in such merger orconsolidation, as the case may be, immediately after the acquisition, merger, sale or consolidation