definiens: means, as to a Party, the ( i ) c onsolidation or merger of such Party with or into any person or entity as a result of which t he beneficial owners of the outstanding voting secu rities or other ownership interests of such Party immediately prior to such transaction have beneficial ownership of f ifty percent ( 50 % ) or less of the outstanding voting securities or other ownership interests of such surviving pers on or entity immediately following such transaction, or ( ii ) sal e, transfer or other disposition of all or substant ially all of the assets of such Party related to this Agreement, or ( iii ) acquisition by any person or entity, or group of persons or entities acting in concert, of beneficial ownership of fifty percent ( 50 % ) percent or more of the outs tanding voting securities or other ownership interests of such Par ty or the power, directly or indirectly, to elect a majority of the members of such Party ’s board of directors or simil ar governing body, or ( iv ) acquisition by any perso n or entity, or group of persons or entities acting in concert, of the power to direct the management or policies o f such Party