definiens: means : ( a ) the acquisition, directly or indirectly, by any Person or group of relatedPersons ( other than any Person that controls, is controlled by or is under common control with a party ) of beneficialownership ( as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, asamended ) of securities possessing more than fifty percent ( 50 % ) of the total combined voting power of a Party’soutstanding securities ; ( b ) a merger or consolidation in which securities possessing more than 3fifty percent ( 50 % ) of the total combined voting power of such Party ’s outstanding securities are transferred to aPerson or Persons different from the Persons holding those securities immediately prior to such transaction ; or ( c ) thesale, transfer, exclusive license or other disposition of all or substantially all of such Party ’s assets ( determined on aconsolidated basis ) . For purposes of this definition, the term including the term means thepossession of, directly or indirectly, the capability to control the direction of the management and policies of a Party, whether through the ownership of shares, by contract or otherwise . For purposes of this definition of a Person shall not be deemed to have either in clause ( b ) above or inclause ( a ) above if such or ( as applicable ) is the result of an agreement, arrangement or understanding to vote such applicable securities where such agreement, arrangement orunderstanding arises solely from a revocable proxy given in response to a proxy or consent solicitation made pursuantto, and in accordance with, the applicable provisions of the Securities Exchange Act of 1934 and the regulationsthereunder, as amended from time to time