definiens: shall mean ( a ) the acquisi tion, directly or indirectly, by any Person or group of related Persons ( other th an any Person that controls, is controlled by or is under common control with a party ) of beneficial ownership ( as such term is defined in Rule 13d-3 pr omulgated under the Securities Exchange Act of 1934, as amended ( the ) ) of securities possessing more than fifty percent ( 50 % ) of the tot al combined voting power of a party 's outstanding securities ; ( b ) a merger or con solidation in which securities possessing more than fifty percent ( 50 % ) of the total combined voting power of such party 's outstanding securities are tr ansferred to a Person or Persons different from the Persons holding those se curities immediately prior to such transaction ; or ( c ) the sale, transfer or othe r disposition of all or substantially all of such party 's assets