definiens: means, with respect to a Party, ( a ) the closing of a merger, tender offer, share exchange, reorganization, consolidation or other similar transaction involving such Party or any of its Affiliates that control ( as definedin Section 1.6 ) such Party in which either its shareholders or the shareholders of such Affiliate immediately prior to suchtransaction would hold [ * * * ] or less of the securities or other ownership or voting interests representing the equity of thesurviving or resulting entity immediately after such transaction, or ( b ) the closing of any sale of all or substantially all of theassets of such Party, other than a sale of all or substantially all of the assets of such Party to an entity of which more than [ * * * ] of the securities or other ownership or voting interests representing the equity of such entity are owned after such saleby shareholders of such Party in substantially the same proportions as their ownership of such Party immediately prior to suchsale