definiens: shall mean, with respect to a Party, the occurrence of any of the following : ( a ) any consolidation or merger of such Party with or into any other entity, or any other corporate reorganization involving another entity, in which those Persons 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 consolidatio~ merger or reorganization ; ( b ) any Person ( or group of Persons acting in concert ) becomes the beneficial owner ( as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, except that a Person shall be deemed to have of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time ), directly or indirectly, of more than fifty percent ( 50 % ) of the total voting power of the equity securities then outstanding of such Party normally entitled to vote in elections of directors ; or ( c ) the sale, transfer, lease, license or other disposition to any Person of all or substantially all of such Party 's assets in one or a series of related transactions