definiens: . Change of Control means, with rt : spect to a Party, any of the following : ( a ) the sale or disposition of all or substantially all ofLhe assets of such Party or its direct or indirect controlling ( as defined in Section 1.2 ) Affiliate to a Third Party, other than to an entity of which more than fifty percent ( 50 % ) of the voting capital stock is owned after such sale or disposition by shareholders of such Party or its direct or indirect controlling Affiliate ( in either case, whether directly or indirectly through any parent entity ) ; or ( b ) ( i ) the acquisition by a Third Party, alone or together with any of its Affiliates, other than an employee benefit plan ( or related trust ) sponsored or maintained by such Party or any of its Affiliates, of more than fifty percent ( 50 % ) of the outstanding shares of voting capital stock of such Party or its direct or indirect controlling Affiliate, or ( ii ) the acquisition, merger or consolidation of such Party or its direct or indirect controlling Affiliate with or into another Person, other than, in the case of this clause ( b ), an acquisition or a merger or consolidation of such Person or its controlling Affiliate in which the holders of shu res of voting capital stock of such Person or its controlling Affiliate, as the case may be, immediately prior to such acquisition, merger or consolidation will beneficially own, directly Or indirectly, at least fifty percent ( 50 % ) orlhe shares ofvotillg capilal stock of the acquiring Third ( ' arty or the surviving corporation in slich acquisition, merger or consolidation, as the case may be, immediately aftcr such acquisition, merger or consolidation