definiens: means : ( i ) the acquisition, directly or indirectly, by any person, entity or ( within meaning of Section 13(d)(3 ) or 14(d)(2 ) of the Securities Exchange Act of1934, as amended ), by means of a transaction or series of related transactions, of ( a ) beneficialownership of fifty percent ( 50 % ) or more of the outstanding voting securities of a Party ( or thesurviving entity, as applicable, whether by merger, consolidation, reorganization, tender offer orother similar means ), or ( b ) all, or substantially all, of the assets of a Party and its Affiliates ; or ( ii)any consolidation or merger of a Party with or into any Third Party, or any other corporatereorganization involving a Third Party, in which those persons or entities that are stockholders ofthe Party immediately prior to such consolidation, merger or reorganization ( or prior to any seriesof related transactions leading up to such event ) own fifty percent ( 50 % ) or less of the survivingentity ’s voting power immediately after such consolidation, merger or reorganization