definiens: means, with respect to a Party : ( a ) completion of a merger, reorganization, amalgamation, arrangement, share exchange, consolidation, tender or exchange offer, private purchase, business combination, recapitalization or other transaction involving a Party as a result of which the stockholders of such Party immediatelypreceding such transaction hold less than fifty percent ( 50 % ) of the outstanding shares, or less than fifty percent ( 50%)of the outstanding voting power, respectively, of the ultimate company or entity resulting from such transactionimmediately after consummation thereof ( including a company or entity which as a result of such transaction owns thethen - outstanding securities of a Party or all or substantially all of a Party 's assets, either directly or through one or moresubsidiaries ) ; ( b ) the adoption of a plan relating to the liquidation or dissolution of a Party, other than in connection witha corporate reorganization ( without limitation of clause ( a ), above ) ; ( c ) the sale or disposition to a Third Party of all orsubstantially all the assets of a Party ( determined on a consolidated basis ) ; or ( d ) the sale or disposition to a ThirdParty of assets or businesses that constitute fifty percent ( 50 % ) or more of the total revenue or assets of a Party(determined on a consolidated basis )