definiens: means : ( i ) the acquisition, directly or indirectly, by any person, entity or ( within meaning of Section 13(d)(3 ) or 14(d)(2 ) of the Securities Exchange Act of 1934, as amended ), by means of a transaction or series of related transactions, of ( a ) beneficial ownership of fifty percent ( 50 % ) or more of the outstanding voting securities of a Party ( or the surviving entity, as applicable, whether by merger, consolidation, reorganization, tender offer or other similar means ), or ( b ) all, or substantially all, of the assets of a Party and its Affiliates ; or ( ii ) any consolidation or merger of a Party with or into any Third Party, or any 2 Confidential treatment of certain confidential information contained in this document, marked in bold and by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended