definiens: of a Party means any of the following, ina single transaction or a series of related transactions : ( i ) the sale or disposition of all or substantially all of the assetsof such Party to a Third Party, ( ii ) the direct or indirect acquisition by a Third Party ( other than an employee benefitplan ( or related trust ) sponsored or maintained by such Party or any of its Affiliates ) of beneficial - 88 -ownership of more than fifty percent ( 50 % ) of the then - outstanding common shares or voting power of such Party, or(iii ) the merger or consolidation of such Party with or into a Third Party, unless, following such merger orconsolidation, the stockholders of such Party immediately prior to such merger or consolidation beneficially owndirectly or indirectly more than fifty percent ( 50 % ) of the then - outstanding common shares or voting power of theentity resulting from such merger or consolidation