definiens: means ( i ) the liquidation or dissolution of a Party or the sale or other transfer by a Party ( excluding transfers to subsidiaries ) of all or substantially all of its assets ; or ( ii ) the occurrence of a tender offer, stock purchase, other stock acquisition, merger, consolidation, recapitalization, reverse split, sale or transfer of assets or other transaction, as a result of which any person, entity or group ( a ) becomes the beneficial owner, directly or indirectly, of securities of a Party representing more than 50 % of the ordinary shares of such Party or representing more than 50 % of the combined voting power with respect to the election of directors ( or members of any other governing body ) of such Party 's then outstanding securities, or ( b ) obtains the ability to appoint a majority of the Board of Directors ( or other governing body ) of a Party, or obtains the ability to direct the operations or management of a Party or any successor to the business of a Party ; provided, however, that for purposes of this definition, the term, in the case of Distributor, shall be deemed to mean both Distributor and Scion Companies, LLC, the corporate parent of Distributor