definiens: means, with respect to either Party, any of the following events : ( i ) the acquisition by any entity of ( as defined in Rule 13d-3 under the United States Securities and Exchange Act of 1934, as amended ) directly or indirectly, of fifty percent ( 50 % ) or more of the shares of such Party 's capital stock, the holders of which have general voting power under ordinary circumstances to elect at least a majority of such Party 's board of directors or equivalent body ( the ) ( the ) ; ( ii ) the approval by the shareholders of such Party of a merger, share exchange, reorganization, consolidation or similar transaction of such Party ( a ), if any party to the Transaction is an entity, other than a Transaction which would result in the beneficial owners of Voting Stock of such Party immediately prior thereto continuing to 2 beneficially own ( either by such Voting Stock remaining outstanding or being converted into voting securities of the surviving entity ) more than fifty percent ( 50 % ) of the Voting Stock of such Party or such surviving entity immediately after such Transaction ; or ( iii ) approval by the shareholders of such Party of a complete liquidation of such Party or a sale or disposition of all or substantially all of the assets of such Party