definiens: means, with respect to a Party ( a ) the acquisition of beneficial ownership, directly or indirectly, by any Person of securities or other voting interest of such Party representing a majority or more of the combined votingpower of such Party ’s then outstanding securities or other voting interests, ( b ) any merger, reorganization, consolidation orbusiness combination involving such Party with a Third Party that results in the holders of beneficial ownership of the votingsecurities or other voting interests of such Party immediately prior to such merger, reorganization, consolidation or businesscombination ceasing to hold beneficial ownership of at least ( 50 % ) of the combined voting power of the surviving entityimmediately after such merger, reorganization, consolidation or business combination, ( c ) any sale, lease, exchange, contribution or other transfer ( in one transaction or a series of related transactions ) of all or substantially all of the assets ofsuch Party to which this Agreement relates, other than a sale or disposition of such assets to an Affiliate of such Party or ( d)the approval of any plan or proposal for the liquidation or dissolution of such Party ( other than in circumstances where suchParty is deemed a Debtor pursuant to Section 9.8 )