definiens: shall mean a ( a ) change in ownership or control of a Party effected through any of thefollowing transactions : ( i ) a merger, consolidation or other reorganization, unless securities representing more than * * * ( * * * % ) of the total combined voting power of the voting securities of the successor corporation are immediatelythereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons whobeneficially owned such Party ’s outstanding voting securities immediately prior to such transaction, ( ii ) any transfer orother disposition of all or substantially all of such Party ’s assets, ( iii ) the acquisition, directly or indirectly by anyperson or related group of persons ( other than such Party or a person that directly or indirectly controls, is controlledby, or is under common control with, such Party ), of beneficial ownership of securities possessing more than * * * ( * * * % ) of the total combined voting power of such Party ’s outstanding securities or ( b ) a change in the power to director cause the direction of the management and policies of a Party, directly or indirectly, whether through ownership ofvoting securities or by contract or otherwise