definiens: shall mean with respect to a party, ( a ) the liquidation ordissolution of such party or the sale or other transfer by such party of all orsubstantially all of its respective assets ; or ( b ) an event or series of related events inwhich any person or group of persons ( as the term is used for purposes ofSection 13(d ) or 14(d ) of the Securities Exchange Act of 1934, as amended ) acquiresor otherwise becomes the beneficial owner ( within the meaning of Rule 13d-3promulgated under the Securities Exchange Act of 1934, as amended ) of securities ofsuch party representing more than fifty percent ( 50 % ) of the voting power of the thenoutstanding securities of such party with respect to the election of directors of suchParty ( or members of any other governing body ) ; or ( c ) such party to this Agreementconsummates a merger, consolidation or similar transaction with another entity wherethe holders of the voting securities of such party to this Agreement having the power toelect the board of directors of such party to this Agreement immediately precedingsuch transaction hold less than fifty percent ( 50 % ) of the voting securities having thepower to elect the board of directors ( or other governing body ) of the ultimate parententity resulting from such transaction