definiens: means, with respect to a Party : ( a ) the acquisition by any individual, entity or group ( within the meaning of Section 13(d)(3 ) or 14(d)(2 ) of the SecuritiesExchange Act of 1934, as amended ) ( a ) of beneficial ownership ( within the meaning of Rule 13d-3 promulgated under the SecuritiesExchange Act of 1934, as amended ) of fifty percent ( 50 % ) or more of either ( i ) the then outstanding shares of common stock of such Party ( the ) or ( ii ) the combined voting power of the then outstanding voting securities of such Party entitled to vote generally in theelection of directors of such Party ( the ) ; provided, however, that for the purposes of this sub - Section ( a ), the followingacquisitions of securities of such Party shall not constitute a Change of Control Transaction of such Party : ( x ) any acquisition by such Party, ( y ) anyacquisition by any employee benefit plan ( or related trust ) sponsored or maintained by such Party or any corporation controlled by such Party or ( z ) anyacquisition by any corporation pursuant to a transaction which complies with clauses ( i ) and ( ii ) of subsection ( a ) of this definition ; ( b ) the consummation of any acquisition, merger or consolidation involving any Third Party ( a ), unless immediately following such Business Combination Transaction, ( i ) the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination Transactionbeneficially own, directly or indirectly, fifty percent ( 50 % ) or more of, respectively, the then outstanding shares of common stock and the combined votingpower of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation or other entityresulting from such Business Combination Transaction ( including a corporation which as a result of such transaction owns the then - outstanding securitiesof such Party or all or substantially all of such Party ’s assets either directly or through one or more subsidiaries ) in substantially the same proportions astheir ownership, immediately prior to such Business Combination Transaction, of the Outstanding Common Stock and Outstanding Voting Securities, asthe case may be and ( ii ) fifty percent ( 50 % ) or more of the members of the board of directors of the corporation resulting from such Business CombinationTransaction were members of the Board of Directors of such Party at the time of the execution of the initial agreement, or of the action of the Board ofDirectors of such Party, providing for such Business Combination Transaction ; or ( c ) a Party or any of its Affiliates sells or transfers to any Specified Person(s ) ( other than the other Party or its Affiliates ) in oneor more related transactions properties or assets representing all or substantially all of such Party ’s business or assets at the time of such sale or transfer