definiens: shall mean if : ( i ) any Person acquires directly or indirectly the benefic ial ownership of any voting security of a Party and immediately a fter such acquisition such Person is, directly or i ndirectly, the beneficial owner of voting securities representing 50 % or more of the total voting power of all of the then - outstanding voting securities of such Party ; ( ii ) t he stockholders or equity holders of a Party shall approve a merger, consolidation, recapitalization, or reorganization of such Party, a reverse stock split of outstanding voting securities, or consummation of any such transaction if stockholder or equity holder approval is not ob tained, other than any such transaction which would result in sto ckholders of equity holders of such Party immediate ly prior to such transaction owning at least 80 % of the outstan ding securities of the surviving entity in such tra nsaction immediately following such transaction, with the vo ting power of each such continuing holder relative to other such continuing holders not substantially altered i n the transaction ; or ( iii ) the stockholders or equ ity holders of a Party shall approve a plan of complete liquidation of the Party or an agreement for the sale or dispos ition by the Party of all or a substantial portion of the Party ’ s assets