definiens: means with respect to a Party the occurrence of any of the following : ( a ) any consolidation or merger of a Party with or into any Third Party, or any other corporate reorganization involving a Third Party, in which those persons or entities that are stockholders of such Party immediately prior to such consolidation, merger or reorganization own less than fifty percent ( 50 % ) of the surviving entity 's voting power immediately after such consolidation, merger or reorganization ; ( b ) a change in the legal or beneficial ownership of fifty percent ( 50 % ) or more of the voting securities of any Party ( whether in a single transaction or series of related transactions ) where, immediately after giving effect to such change, the legal or beneficial owner of more than fifty percent ( 50 % ) of the voting securities of such Party is a Third Party ; or ( c ) the sale, transfer, lease, license or other disposition to a Third Party of all or substantially all of a Party 's assets in one or a series of related transactions . As used in this definition, shall exclude Affiliates under Corporate Control by or under common Corporate Control with such Party