definiens: means, with respect toSDIX, ( a ) the acquisition of beneficial ownership, directly or indirectly, by any person or entity ( other than Supplier or anAffiliate of Supplier ) of voting equity securities or other voting interests of Supplier representing collectively a majority of thecombined voting power of Supplier ’s then - outstanding securities or other voting interests ; ( b ) any merger, reorganization, consolidation or business combination involving Supplier with another Person that results in the holders of beneficial ownershipof the voting securities or other voting interests of Supplier ( or, if applicable, the ultimate parent of Supplier ) immediately priorto such merger, reorganization, consolidation or business combination ceasing to hold beneficial ownership of at least fiftypercent ( 50 % ) of the combined voting power of the surviving entity immediately after such merger, reorganization, consolidation or business combination ; or ( c ) any sale, lease, exchange, contribution or other transfer ( in one transaction or aseries of related transactions ) of all or substantially all of the assets of Supplier, or a business unit of Supplier with responsibilityfor the Manufacture the Product, other than a sale or disposition of such assets to an Affiliate of Supplier