definiens: means, with respect to a Party : ( a ) the sale of all or substantially all of such Party ’s assets or business ( in onetransaction or a series of related transactions ) ; ( b ) a merger, reorganization or consolidation involving such Party in which the stockholders ofthe Party, immediately prior to the merger, reorganization or consolidation, would not, immediately after the merger, reorganization orconsolidation, ( as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended ), directly orindirectly, shares -2 - representing in the aggregate more than fifty percent ( 50 % ) of the combined voting power of the entity issuing cash or securities in themerger, reorganization or consolidation ( or of its ultimate parent entity, if any ) ; or ( c ) a person or entity becomes the ( asdefined above ) of more than fifty percent ( 50 % ) of the voting securities of such Party, other than directly from such Party [ * * * ]